Positive mining
markets and strong execution; significant margin
expansion
Further growth and margin
progress expected in 2024
Demand for Weir mining solutions at high
levels
•
FY: Group AM orders1 stable; Minerals
AM orders1 +3%, in ESCO mining growth offset by
infrastructure
•
FY: Group OE orders1 -3% relative to
strong PY comparator; small brownfield and sustainability
projects
•
Q4: Group AM orders1 +1% YoY, and +2%
sequentially
Very strong execution and progress towards 2026 operating
margin target of 20%
• FY
adjusted operating margin1,2 of 17.4%,
+140bps
• FY
revenue1 +9%; volume and price
•
FY adjusted operating profit1,2 of
£459m, +18%
•
Free operating cash conversion of 85%
Significant increase in returns and stronger balance
sheet
• Return
on capital employed of 18.0%, +280bps
•
Full year dividend of 38.6p, +18%
•
Net debt to EBITDA of 1.1x
2024 Outlook: Growth in constant currency revenue, operating
profit and margin
•
Strong order book, installed base expansion and
positive production trends in mining markets
•
Operating margin expansion supported by
Performance Excellence; further progress towards 2026
target
•
Free operating cash conversion of 90% to
100%
|
2023
|
2022
|
As
reported
+/-
|
Constant
currency1 +/-
|
Continuing Operations3
|
|
|
|
|
Orders1
|
£2,585m
|
£2,590m
|
n/a
|
0%
|
Revenue
|
£2,636m
|
£2,472m
|
+7%
|
+9%
|
Adjusted operating
profit2
|
£459m
|
£395m
|
+16%
|
+18%
|
Adjusted operating
margin2
|
17.4%
|
16.0%
|
+140bps
|
+140bps
|
Adjusted profit before
tax2
|
£411m
|
£348m
|
+18%
|
n/a
|
Statutory profit before
tax
|
£321m
|
£260m
|
+23%
|
n/a
|
Adjusted earnings per
share2
|
115.9p
|
98.4p
|
+18%
|
n/a
|
Return on capital
employed
|
18.0%
|
15.2%
|
+280bps
|
n/a
|
Total Group
|
|
|
|
|
Statutory profit after
tax
|
£229m
|
£214m
|
+7%
|
n/a
|
Statutory earnings per
share
|
88.2p
|
82.5p
|
+7%
|
n/a
|
Free operating cash
conversion
|
85%
|
87%
|
-2pp
|
n/a
|
Dividend per share
|
38.6p
|
32.8p
|
+18%
|
n/a
|
Net debt4
|
£690m
|
£797m
|
+£107m
|
n/a
|
See footnotes on
page 5
Jon Stanton, Chief Executive Officer said:
"Weir is delivering on the compelling value creation
opportunity we set out as a focused mining technology
company. Our unique capabilities are
enabling us to capitalise on the structural growth in demand for
critical metals and the transition to more sustainable mining. In
parallel, through Performance Excellence we are optimising our
operations and driving efficiencies.
In 2023 we made significant progress against these goals,
taking advantage of positive mining production trends to win market
share and grow orders in our mining aftermarket business, while
making good progress with our technology focused growth
initiatives. We executed well, delivering strong growth in revenue
and profit, expanding operating margins in excess of our 2023
target, achieving consistent cash conversion and significant
improvement in return on capital employed.
As we go into 2024, we have a growing installed base, a
strong order book and ore production trends in our mining markets
are positive. We expect to deliver
another year of growth in revenue, profit and cash generation, and
to further expand our operating margins with progress towards our
2026 target of 20%."
A
webcast of the management presentation will begin at 08:00 (GMT) on
29 February 2024 at www.investors.weir.
A recording of the webcast will also be available
at www.investors.weir.
CHIEF EXECUTIVE OFFICER'S REVIEW
Another strong year as a mining technology
leader
2023 was a year of significant
progress for Weir. We met our commitments to stakeholders, advanced
the transition to sustainable mining for our customers and took
major steps forward in delivering our strategic agenda.
We capitalised on positive
conditions in our mining markets and executed strongly, delivering
year-on-year growth in revenue and operating profit, significantly
expanding our operating margins and meeting our cash conversion
target. Throughout the year we supported customers with essential
spares and expendables to keep their mines running, and also
provided innovative new technologies to make their operations more
efficient and sustainable.
Our progress on strategy was a
particular highlight. We built strong momentum in our Performance
Excellence transformation programme, realising absolute cost
savings of £6m and identifying new opportunities which enabled us
to double our previous cost saving target to £60m in absolute
savings by 2026. In parallel, we made good progress with our
technology focused growth initiatives, launching and commencing
field trials of a number of innovative new solutions, including our
Cavex 2.0 technology in Minerals and our latest generation GET
system in ESCO. In addition, the acquisition of SentianAI has
expanded our digital capability and stepped up the roll-out of our
process optimisation solutions. Sustainability remains core to our
strategy and achieving validation of our emissions reduction
targets by SBTi in March was an important milestone.
Our performance in 2023 is a
testament to the hard work of Weir colleagues across the globe, and
I'd like to thank them for their dedication and contribution
through the year.
Going into 2024, notwithstanding
complexity in the macroeconomic and geopolitical environment, I'm
confident of further progress. Conditions in our mining markets are
supportive and we are positioned for another year of growth and
margin expansion. Further out, we have a clear strategy to
capitalise on the attractive long-term structural trends in our
markets, helping our customers to deliver the metals needed for the
energy transition, and launching new transformative technologies to
accelerate the shift to sustainable mining. In parallel, through
Performance Excellence we are optimising our operations and
realising our full potential as a mining technology leader.
Combined, our market opportunity, technology focused strategy and
Performance Excellence represent a compelling value creation
opportunity, and we are delivering on it.
Growth: Ore production trends
driving demand for Weir solutions
Throughout the year, activity
levels in mining markets were high. Market prices for our main
commodity exposures of copper, gold and iron ore were well above
the cost curve, and our customers capitalised by maximising ore
production. Continued complexities in the permitting and regulatory
environment meant large expansion projects remained slow to
convert, so customers' capital expenditure was largely focused on
developing and improving the efficiency of existing
assets.
Ore production trends, coupled
with the effect of declining grades and installed based expansion,
drove demand for our AM spares and expendables. OE demand was
primarily driven by orders for small brownfield and debottlenecking
projects at existing mines, with strong momentum through the year
as customers chose Weir solutions due to their sustainability and
performance benefits, coupled with our global service capability.
Across the Group, demand was particularly strong in Australasia,
with growth reflecting recent market share gains, while from a
commodity perspective, order growth was strongest in copper and
year-on-year demand decreased in both coal and the oil
sands.
In infrastructure markets
underlying demand was largely stable through the year, though well
below the peak levels seen in the prior year, particularly the
elevated levels seen in H1 2022.
On a constant currency basis,
year-on-year Group orders were broadly stable.
AM constant currency orders were
marginally ahead of the prior year. Growth in demand in hard rock
mining and a contribution from pricing, as expected, was partially
offset by lower demand from customers in the Canadian oil sands and
ESCO's infrastructure customers, together with the non-repeat of
Russia orders. As we go into 2024, the impact of these offsetting
factors will normalise and we expect underlying growth in hard rock
mining to be sustained.
In OE, constant currency orders
were down 3% against a strong prior year comparator, which included
£33m of orders for nickel expansion projects in H2 2022. In
Minerals we converted over 85% of our mill circuit pump trials and
won market share with our latest Cavex 2.0 cyclone technology,
while in ESCO we delivered strong growth in mining attachments as
we continued to gain traction and expand market share.
Revenue for the Group was 9%
higher on a constant currency basis. This reflects strong
execution, delivery of our record opening order book and price
realisation. The Group's book-to-bill was 0.98.
Margins and resilience: 2023 operating margin target
exceeded
The operating environment in 2023
was stable. Relative to the prior year, availability of raw
materials and freight improved, and input pricing steadied. While
some pockets of inflation persisted, particularly across wages and
salaries during the first half, our leading market positions and
strong brands enabled us to achieve sufficient price increases to
protect our gross margins.
On a constant currency basis
adjusted operating profit grew 18% year-on-year, and adjusted
operating margins were 17.4%, exceeding our 2023 target of 17%, and
up 140bps on the prior year. Expansion in operating margin reflects
strong operational efficiency, the initial benefits from
Performance Excellence and a year-on-year reduction in adverse
transactional FX movements, partially offset by a movement in
Minerals revenue mix towards OE.
In December, we announced a new
medium-term operating margin target of 20% in 2026. We expect to
achieve this through operating leverage from growth and realisation
of £60m of absolute cost savings from our Performance Excellence
transformation programme. This comprises £20m of savings from each
of the three main elements of capacity optimisation, lean processes
and the transition of our enabling functions to Weir Business
Services (WBS). The one-off cost to achieve the £60m of savings is
£90m, with the phasing of the costs biased towards the early years
of the programme.
Through the year we made good
progress in delivering the initial benefits from Performance
Excellence, realising £6m of absolute savings. This includes
benefits from capacity optimisation, as we completed projects to
consolidate several Minerals manufacturing facilities in the US and
optimise our Australian service centre and Latin American
distribution footprints. In addition, a number of other capacity
optimisation and lean process projects were initiated during the
year, underpinned by our recent investments in foundational systems
and enhanced operational capability. Our transition to WBS is also
progressing well, with the detailed design phase of the project
complete and the transition of certain regional services
underway.
In the period, an exceptional
charge of £29m was recognised relating to Performance Excellence,
and the cash outflow for the programme was £14m.
Returns: Significant growth in return on capital employed,
with balance sheet flexibility
Reflecting our focus on execution,
return on capital employed (ROCE) increased 280bps on the prior
year to 18%, as we grew revenue, expanded our margins and delivered
strong cash generation.
Free operating cash conversion for
the year was 85%, firmly within our 2023 target range of 80% to
90%, while the efficiency of our mining focused platform enabled us
to reduce working capital as a percentage of sales to 21.3% (2022:
23.7%).
Net debt to EBITDA at the end of
December was 1.1x, giving the Group considerable resilience and
flexibility to deploy capital to drive shareholder
value.
Reflecting high levels of
confidence in our strategy and future prospects, the Board is
recommending a final dividend of 20.8 pence per share. In line with
our policy to pay out 33% of adjusted earnings per share (EPS),
this equates to a total full year dividend of 38.6 pence per share
and represents an increase of 18% on the prior year. The final
dividend will be paid on 31 May 2024 to Shareholders on the
register on 19 April 2024.
Safety and sustainability: First ever avoided emissions study
for a mining use case
On safety, the Group's total
incident rate5 (TIR) for the year was 0.42 (2022: 0.41)
which was disappointing relative to our ambition. During the year
we continued the roll out of our Zero Harm Behaviours programme,
and to date over 8,000 colleagues have completed the first phase of
the training. Learnings from the programme are now being put
into action as we drive to achieve our ambition of zero harm
operations.
Our focus on safety extends beyond
physical safety, and our commitment to workplace mental health was
recognised in the CCLA Corporate Mental Health Benchmark released
in June, with Weir being recognised as the biggest improver on
performance and disclosure.
On inclusion, diversity and
equity, we took positive steps forward on gender diversity, growing
the percentage of our employees who are
female.
We also made good progress on
sustainability. In the first quarter our scope 1, 2 & 3
emissions reduction targets were validated by SBTi, and in the year
we delivered a further 6% reduction in our scope 1&2 emissions,
meaning our cumulative reduction relative to our 2019 benchmark is
now 23%. Our progress in this area continues to be externally
recognised, as we maintained our place on the prestigious CDP A
List for leadership in corporate transparency and performance on
climate change.
Furthermore, we published the
findings from our first ever avoided emissions study. The results,
which have been independently verified, show that by choosing our
Redefined Mill Circuit incorporating Enduron® High Pressure
Grinding Rolls technology, instead of a traditional mill circuit
which uses tumbling mill technology, energy consumption is reduced
by over 40% and CO2 emissions are more than halved per
tonne of ore. The study, which we announced at the COP28 summit in
December, is the first of its kind for a mining use case and is
receiving global interest from a range of stakeholders, including
customers, governmental bodies and the finance sector.
In line with best practice, we
also updated our double materiality assessment, and key findings
have been incorporated into a refreshed sustainability strategy
which we launched in Q1 2024.
Outlook
We begin 2024 with a strong order
book and positive ore production trends in our mining markets.
These trends, coupled with the impact of declining grades and
installed base expansion, are driving increased demand for our AM
spares and expendables. We are also seeing good momentum in demand
for our OE solutions, as customers focus on improving the
efficiency and sustainability of existing assets.
In 2024, this continued favourable
backdrop in mining, together with softer year-on-year order
comparatives in oil sands and infrastructure, underpins our
confidence in delivering growth in constant currency revenue,
profit and operating margins. Benefits from Performance Excellence
will support further margin expansion, and we expect free operating
cash conversion of between 90% and 100%.
Further out, the long-term value
creation opportunity for Weir is compelling. The fundamentals for
our business are highly attractive, underpinned by long-term
structural growth trends in our mining markets, and our technology
strategy which is focused on enabling sustainable mining. In
addition, the benefits of Performance Excellence will drive further
margin expansion and underpin our 2026 operating margin target of
20%, while our strong cash generation and balance sheet give us
optionality to allocate capital to prioritise growth in total
shareholder returns.
Board changes
As previously announced, Brian
Puffer will join the Group as Chief Financial Officer and be
appointed to the Board with effect from 1 March 2024.
After completing his full
nine-year term, Sir Jim McDonald will be stepping down from the
Board at the end of the AGM on 25 April 2024 and Dame Nicola Brewer
will succeed Sir Jim as Senior Independent Director.
Andy Agg was appointed to the
Board as a Non-Executive Director on 27 February 2024, and
Srinivasan Venkatakrishnan has informed the Board of his intention
to step down as a Non-Executive Director of the Board with effect
from 31 March 2024.
We are Weir strategic framework: 2023
performance
Each year the Group sets strategic
and ESG measures aligned to the 'We are Weir' framework of People,
Customer, Technology and Performance. The table below summarises
our 2023 performance and rating against each of these measures,
with full details outlined in our 2023 Annual Report.
|
Strategic initiatives
|
2023 Measures
|
2023 Performance and rating
|
People
|
Deliver on Zero Harm for our people
and the environment
Accelerate our purpose-driven
culture and lead in inclusion, diversity and equity
Create talent and capabilities for
the future
|
• Retain our
talent
|
• Voluntary attrition
< 11%
|
G
|
• Build our digital
literacy
|
• >76% of employees
with more than one log-in to key software platform
|
G
|
• Maintain top quartile
engagement scores
|
• Engagement score of
8.4; top quartile of benchmark
|
G
|
• Improve our safety
Total incident rate (TIR)*
|
• TIR of 0.42 (2022:
0.41)
|
G
|
• Improve our gender
diversity*
|
• % of female in bands
3-5 improved by 3.1%
• % of female in bands
1-2 improved by 1.6%
|
G
G
|
Customer
|
Outgrow our markets through
voice-of-customer led initiatives
Solve our customers' biggest smart,
efficient and sustainable challenges
Show leadership in our industries'
pathway to Net Zero
|
• Execute our strategic
growth initiatives in each division
|
• Minerals executed its
key strategic initiatives, however orders of £314m below
target of £371m
• ESCO executed its key
strategic initiatives; orders achieved of $274m vs target of
$272m
|
G
G
|
• Capture value from
new strategic alliances
|
• Seven orders
originating from new strategic alliances
|
G
|
• Digitise our customer
experience
|
• >90% of Minerals
customer quotes in certain regions completed via online
configurator (phased roll-out)
• Near 100% of ESCO
customer quotes completed via online configurator
|
G
G
|
• Continue to develop
our scope 4 value proposition*
|
• Target developed for
phase 1 products and externally benchmarked
|
G
|
• Build
customer-specific scope 3 and scope 4 data insight*
|
• Data pipeline
developed from customer projects and Weir digital tools
|
G
|
Technology
|
Invest in innovating
transformational solutions
Digitally enable everything we
do
Create new business and business
models from data and insights
|
• Increase revenue from
new products
|
• £108m of Minerals
revenue from new products
• $3.1m of ESCO revenue
from new products
|
G
G
|
• Digitise our current
business model
|
• Minerals: >60
Synertrex® connected sites
• ESCO: $22m sales from
Motion Metrics
|
G
G
|
• Progress our priority
R&D projects*
|
• Targets for key
R&D projects achieved
|
G
|
Performance
|
Drive clear, lean and agile
operations and supply chain
Deliver high quality, efficient
back-office functions
Expand margins and deliver strong
cash conversion
|
• Improve our lean
scores
|
• Minerals: achieved
ambitions for sites on Level 2 & 4
• ESCO: achieved target
process management score
|
G
G
|
• Deliver our
Performance Excellence transformation programme to plan
|
• Delivered target IT
architecture outcomes
• Delivered £7.2m
programme savings; ahead of target of £4.5m run-rate
|
G
G
|
• Reduce scope 1&2
CO2e vs 2019 base aligned with SBTi*
|
• 23% absolute
CO2e reduction6 achieved and
verified
|
G
|
• Enable emergent ESG
reporting governance *
|
• Automated dashboard
developed
|
G
|
*ESG measures
Notes:
The Group Financial Highlights and
Divisional Financial Reviews include a mixture of GAAP measures and
those which have been derived from our reported results in order to
provide a useful basis for measuring our operational performance.
Adjusted results are for continuing operations before adjusting
items as presented in the Consolidated Income Statement. Details of
other alternative performance measures are provided in note 2 of
the Audited Results contained in this press release.
1. 2022
restated at 2023 average exchange rates.
2. Profit
figures before adjusting items. Continuing operations statutory
operating profit was £368m (2022: £308m). Total operations
operating cash flow (cash generated from operations) excludes
additional pension contributions, exceptional and other adjusting
cash items, and income tax paid. Total operations net cash
generated from operating activities was £394m (2022:
£321m).
3.
Continuing operations excludes the Oil & Gas Division, which
was sold to Caterpillar Inc. in February 2021 and the Saudi Arabian
joint venture, which was sold to Olayan Financing Company in June
2021.
4. Refer to
note 2 of the Audited Results contained in this press release for
further details of alternative performance measures.
5. Total
incident rate is an industry standard indicator that measures lost
time and medical treatment injuries per 200,000 hours
worked.
6.
Market-based absolute CO2 emissions. 2019 is the
baseline year for our SBTi-aligned scope 1&2 target of 30%
reduction in absolute emissions by 2030.
DIVISIONAL REVIEW
Minerals
Minerals is a global leader in products and integrated
solutions for smart, efficient and sustainable processing in mining
and infrastructure markets.
2023 Summary
•
Year-on-year orders1 stable
• AM
orders1 +3%; demand driven by mining production trends
and installed base expansion
• Small
brownfield and sustainability projects driving continued momentum
in demand for OE
• Strong
execution: operating profit1,2 +18%; operating
margin1,2 expansion +110bps
2023 Strategic review
Minerals delivered a year of
strong strategic progress, growing its installed base,
significantly enhancing its digital offering, and completing and
initiating a number of Performance Excellence projects that will
drive efficiency and margin expansion. Progress across all four
pillars of the 'We are Weir' strategic framework is outlined
below.
People
On safety, TIR for Minerals was
0.34 (2022: 0.27). The Division remains amongst the safest in its
sector, and through the Zero Harm Behaviours Programme is
reinforcing safety as a priority.
Inclusion, diversity and equity
was a key focus in the year, and this is reflected in improved
gender diversity across the Division. Other milestones included
increased diversity in recruitment and talent pipelines, and the
global launch of our Woman in Leadership Programme, in conjunction
with the University of Pretoria.
Customers
Comminution is a high growth area
of our portfolio, and in the year we saw a significant increase in
orders for our AM solutions. This reflects growth in our
installed base, and our increased strategic focus on this
area. A particular highlight was an order from a large copper
mine in South America, where our customer ordered
Enduron® rollers for their High Pressure Grinding Rolls
(HPGR). The installation will be the first instance of our rollers
being fitted to a competitor's HPGR, and enables us to showcase the
performance and reliability benefits of our technology. More
generally, the pipeline for our HPGR remains strong with a number
of projects advancing materially through the year.
We also gained further market
share in mill circuit pumps, converting over 85% of our competitive
field trials.
Technology
In November we acquired SentianAI,
an innovative developer of process optimisation solutions powered
by Artificial Intelligence. Coupled with the launch of our
Synertrex® intelli-solutions condition monitoring
technology, which now spans six product platforms and is active at
over 60 mines, the acquisition enhances our overall process
optimisation capabilities and positions us to develop new revenue
and business models.
Our portfolio of sustainable
solutions, which improve water efficiency and reduce energy
consumption relative to traditional mining technologies, also
gained traction. We grew our sales pipeline for our Redefined Mill
Circuit and received initial commercial orders for Coarse Particle
Flotation technology, which we access through our partnership with
Eriez.
In addition, we launched our
Cavex® 2.0 cyclone technology, and invested in upgrades
and range expansions for our industry leading Warman®
slurry pumps.
Performance
On Performance Excellence, the
Division consolidated several of its manufacturing facilities in
the US, optimised its Australian service centre and Latin America
distribution footprints and initiated the reconfiguration of its
elastomer manufacturing in Asia Pacific. Several new 'configure to
order' tools were also launched, which will reduce product
variation and improve manufacturing efficiencies. These included
full launch of our HPGR configurator tool, and phase 1 roll-out of
our 'Warman selector' tool.
Among other Performance Excellence
projects initiated was the launch of Weir Integrating Network
System (WINS), our new lean manufacturing programme. WINS is our
proprietary operating system and is enabling us to extend our focus
on lean to cover all value streams in our global
operations.
On sustainability, in our
continued drive to reduce our environmental footprint, we installed
solar panels at our facilities in South Africa and transitioned our
Australian operations to a green energy tariff.
2023 Financial review
Constant currency £m
|
H11
|
H2
|
2023
|
20221
|
Growth1
|
Orders OE
|
262
|
252
|
514
|
547
|
-6%
|
Orders AM
|
700
|
681
|
1,381
|
1,339
|
3%
|
Orders Total
|
962
|
933
|
1,895
|
1,886
|
0%
|
Revenue OE
|
257
|
292
|
549
|
447
|
23%
|
Revenue AM
|
676
|
712
|
1,388
|
1,288
|
8%
|
Revenue Total
|
933
|
1,004
|
1,937
|
1,735
|
12%
|
Adjusted operating profit2
|
169
|
207
|
376
|
318
|
18%
|
Adjusted operating
margin2
|
18.2%
|
20.5%
|
19.4%
|
18.3%
|
+110bps
|
Operating cash
flow2
|
131
|
287
|
418
|
386
|
8%
|
Book-to-bill
|
1.03
|
0.93
|
0.98
|
1.09
|
|
1. 2022 and 2023 H1 restated at
2023 average exchange rates except for operating cash
flow.
2. Profit figures before adjusting
items. Operating cash flow (cash generated from operations)
excludes additional pension contributions, exceptional and other
adjusting cash items, and income tax paid. Refer to note 2 of the
Audited Results contained in this press release for further details
of alternative performance measures.
Orders were broadly stable on
a constant currency basis at £1,895m (2022: £1,886m), with
book-to-bill at 0.98 reflecting strong execution and ongoing
strength in mining markets. OE orders decreased 6% year-on-year,
relative to a strong prior year comparator which included £33m of
large orders for nickel projects in Indonesia. Through the year, we
continued to see good momentum in demand for OE for small
brownfield and debottlenecking projects, as customers sought to
maximise production from existing assets and large projects
remained slow to convert. AM orders increased 3% year-on-year, with
a contribution from pricing and an increase in volume from
customers in hard rock mining, partially offset by reduced orders
from customers in the Canadian oil sands and a loss of orders from
Russia. Excluding orders from Russia from the prior year
comparator, AM orders were up 4%. Contribution from pricing in H2
was lower than in H1, as the pricing environment normalised through
the year. In line with prior years, AM orders in Q2 included
multi-period orders, and excluding these, AM orders grew
sequentially from H1 to H2. For the full year, AM orders
represented 73% of total orders (2022: 71%), and mining end-markets
accounted for 79% of total orders (2022: 76%).
Revenue increased 12% on a
constant currency basis to £1,937m (2022: £1,735m), reflecting
strong execution and price realisation. Half-on-half, revenue grew
sequentially through the year, as we delivered our record opening
order book in H1 and continued to benefit from strength in our
mining markets in H2, with orders converting to revenue. Revenue
growth in Canada was particularly high, following strong order
growth in the Canadian oil sands last year. Partly offsetting this
was reduced revenue from Russia, which year-on-year decreased by
£38m as we wound down operations. Full year revenue mix moved
towards OE, which accounted for 28% of revenue, up from 26% in the
prior year.
Adjusted operating profit increased 18% on a constant currency basis to £376m (2022:
£318m) as the Division benefited from increased volumes, strong
execution and the initial benefits of Performance Excellence. In
addition, year-on-year, the Division benefited from a reduction in
adverse transactional FX movements of £8m.
Adjusted operating margin on
a constant currency basis was 19.4% (2022: 18.3%). The
year-on-year improvement of 110bps reflects strong operational
efficiency, early benefits from Performance Excellence, and a
reduction in adverse transactional FX movements, partially offset
by the movement in revenue mix towards OE.
Operating cash flow increased
by 8% to £418m (2022: £386m) reflecting growth in operating profit,
partially offset by a modest increase in working capital outflow to
£26m (2022: £18m). Working capital movements include a reduction in
inventory resulting from actions through Performance Excellence,
and also a decrease in both receivables and payables in line with
phasing of revenue and purchases respectively.
ESCO
ESCO is a global leader in Ground Engaging Tools
(GET), attachments, and artificial intelligence and machine vision
technologies that optimise productivity for customers in global
mining and infrastructure markets.
2023 Summary
•
Orders1 -2%; growth in mining offset by
infrastructure
• Very
strong demand for mining attachments
• Strong
execution: operating profit1,2 +11%; operating
margin1,2 expansion +150bps
2023 Strategic review
ESCO made good strategic progress
in the year, significantly improving safety performance, delivering
substantial growth in mining attachments and advancing its foundry
optimisation programme. Progress across all four pillars of the 'We
are Weir' strategic framework is outlined below.
People
Safety performance in ESCO was a
highlight, with a reduction in TIR to 0.81 (2022: 1.01). This
reflects strong focus across the Division and is an important step
forward on our journey to delivering our ambition of zero
harm.
In addition, we continued to make
significant strides with respect to diversity, with improvement in
gender diversity at all levels in the Division.
Customers
Throughout the year, the Division
made significant progress in growing market share in mining
attachments. Year-on-year orders increased by 40%, as customers
chose ESCO solutions for their lowest total cost of ownership and
productivity benefits. We grew orders in our largest market of
North America, and also won key orders in Africa and Australia,
reflecting our increased focus and momentum in these
regions.
We also won share in our core GET
market, delivering positive net conversions, and gained traction
with our Motion Metrics digital solutions, growing our sales
pipeline and delivering year-on-year revenue growth.
Technology
The development of our next
generation GET technology was a major focus in 2023. Results from
field trials of the new solution were positive, demonstrating that
the technology further enhances our customer proposition of best in
class wear life and lowest total cost of ownership.
We also delivered successful phase
1 field trials of our proprietary ore characterisation technology,
with the second phase of trials due to commence in the first half
of 2024.
In addition, we continued to
invest in our materials science capability, developing new alloys
and composites to underpin our technology leadership.
Performance
Optimising the performance of its
foundry network is ESCO's largest Performance Excellence
opportunity, and the Division made good progress in the year.
Construction of the new foundry in Xuzhou, China, is now complete
and equipment is being commissioned. The first casting from the
foundry was poured in February 2024 and, once fully operational,
the facility will significantly increase the Division's low cost
manufacturing capacity. Progress in our North American foundries
was also positive, with year-on-year improvements in both
operational and quality metrics.
From a sustainability perspective,
the Division took steps forward in reducing its environmental
footprint, completing environmental audits across a number of its
facilities and establishing work groups that are addressing key
findings.
2023 Financial review
Constant currency £m
|
H11
|
H2
|
2023
|
20221
|
Growth1
|
Orders OE
|
35
|
27
|
62
|
44
|
41%
|
Orders AM
|
318
|
310
|
628
|
660
|
-5%
|
Orders Total
|
353
|
337
|
690
|
704
|
-2%
|
Revenue OE
|
28
|
30
|
58
|
43
|
34%
|
Revenue AM
|
319
|
322
|
641
|
645
|
-1%
|
Revenue Total
|
347
|
352
|
699
|
688
|
2%
|
Adjusted operating profit2
|
58
|
64
|
122
|
109
|
11%
|
Adjusted operating
margin2
|
16.7%
|
18.2%
|
17.4%
|
15.9%
|
+150bps
|
Operating cash
flow2
|
53
|
84
|
137
|
93
|
47%
|
Book-to-bill
|
1.02
|
0.96
|
0.99
|
1.02
|
|
1. 2022 and 2023 H1 restated at
2023 average exchange rates except for operating cash
flow.
2. Profit figures before adjusting
items. Operating cash flow (cash generated from operations)
excludes additional pension contributions, exceptional and other
adjusting cash items, and income tax paid. Refer to note 2 of the
Audited Results contained in this press release for further details
of alternative performance measures.
Orders decreased 2% on a
constant currency basis to £690m (2022: £704m), with book-to-bill
at 0.99 reflecting strong execution coupled with high levels of
activity in our mining markets. Year-on-year movement in orders
reflects growth in mining orders, including a contribution from
price, offset by a decrease in orders from infrastructure customers
relative to a strong prior year comparator. Contribution from
pricing in H2 was lower than in H1, as the pricing environment
normalised through the year. In mining, demand was particularly
strong for our mining attachments, which is reflected in OE order
growth of 41%. Notwithstanding this, AM continues to be the largest
part of ESCO accounting for 91% of total orders in the year (2022:
94%). In total, mining end markets accounted for 62% of orders
(2022: 62%) and infrastructure accounted for 25% (2022:
26%).
Revenue on a constant
currency basis increased by 2% to £699m (2022: £688m) with price
realisation and volume increases in mining, partially offset by a
decrease in infrastructure volumes. Year-on-year revenues from
infrastructure markets decreased by 14%.
Adjusted operating profit increased by 11% to £122m (2022: £109m) on a constant currency
basis, as the Division benefited from strong execution and
operational efficiencies.
Adjusted operating margin on a
constant currency basis was 17.4% (2022: 15.9%), with the
year-on-year improvement of 150bps reflecting strong operational
efficiency.
Operating cash flow increased
by 47% to £137m (2022: £93m) reflecting growth in operating profit
and a decrease in working capital outflow to £4m (2022: £33m).
Working capital movements include a small reduction in inventory,
and a modest increase and decrease in receivables and payables
respectively.
GROUP FINANCIAL REVIEW
|
|
Constant
currency1
|
As
reported
|
Continuing Operations3 £m
|
2023
|
2022
|
Growth
|
2022
|
Growth
|
Orders OE
|
576
|
591
|
-3%
|
n/a
|
n/a
|
Orders AM
|
2,009
|
1,999
|
0%
|
n/a
|
n/a
|
Orders Total
|
2,585
|
2,590
|
0%
|
n/a
|
n/a
|
Revenue OE
|
607
|
490
|
24%
|
501
|
21%
|
Revenue AM
|
2,029
|
1,933
|
5%
|
1,971
|
3%
|
Revenue Total
|
2,636
|
2,423
|
9%
|
2,472
|
7%
|
Adjusted operating profit2
|
459
|
388
|
18%
|
395
|
16%
|
Adjusted operating
margin2
|
17.4%
|
16.0%
|
+140bps
|
16.0%
|
+140bps
|
Book-to-bill
|
0.98
|
1.07
|
n/a
|
1.07
|
n/a
|
Total Group £m
|
|
|
|
|
|
Operating cash
flow2
|
526
|
n/a
|
n/a
|
448
|
17%
|
Free operating cash
conversion
|
85%
|
n/a
|
n/a
|
87%
|
-2pp
|
Net debt4
|
690
|
n/a
|
n/a
|
797
|
+107
|
1. 2022 restated at 2023 average
exchange rates.
2. Profit figures before adjusting
items. Operating cash flow (cash generated from operations)
excludes additional pension contributions, exceptional and other
adjusting cash items, and income tax paid.
3. Continuing operations excludes
the Oil & Gas Division, which was sold to Caterpillar Inc. in
February 2021 and the Saudi Arabian joint venture, which was sold
to Olayan Financing Company in June 2021.
4. Refer to note 2 of the Audited
Results contained in this press release for further details of
alternative performance measures.
Continuing operations orders at £2,585m were stable on a constant currency basis
reflecting continued demand for our solutions. Minerals orders
overall were marginally ahead of 2022 with AM up 3% (4% excluding
the loss of orders from Russia) reflecting increased demand in hard
rock mining and a contribution from pricing offset by lower demand
in the Canadian oil sands. ESCO total orders decreased 2% on a
constant currency basis; however OE order growth of 41%
came from increased demand for mining
attachments. 78% of orders related to aftermarket compared to 77%
in the prior year.
Continuing operations revenue of £2,636m increased 9% on a constant currency basis.
Minerals revenue grew 12% on a constant currency basis at £1,937m
(2022: £1,735m). ESCO revenue increased 2% on a constant currency
basis to £699m (2022: £688m). Aftermarket accounted for 77% of
revenues, down from 80% in the prior year. Reported revenues
increased 7% (2022: £2,472m), impacted by a foreign exchange
translation headwind of £49m. Overall book-to-bill was
0.98.
Continuing operations adjusted operating profit
increased by £64m (16%) to £459m on a reported
basis (2022: £395m). Excluding a £7m foreign currency translation
headwind, the constant currency increase was £71m (18%). As
explained further in the Divisional reviews, Minerals adjusted
operating profit increased on a constant currency basis to £376m
(2022: £318m) and ESCO increased by 11% on a constant currency
basis to £122m (2022: £109m). Unallocated costs are in line with
the prior year at £39m.
Continuing operations adjusted operating margin
of 17.4% is up 140bps versus last year on a
constant currency basis and up 140bps as reported. Expansion in
operating margin reflects strong operational efficiency, the
initial benefits from Performance Excellence and a year-on-year
reduction in adverse transactional FX movements, partially offset
by a movement in Minerals revenue mix towards OE.
Continuing operations statutory operating profit
of £368m was £61m favourable to the prior year,
with the increase in adjusted operating profit of £64m being offset
by an increase in adjusting items.
Continuing operations adjusting items
increased by £3m to £90m (2022: £87m). Intangibles
amortisation decreased to £25m (2022: £36m) primarily as a result
of completed multi-year investment activities now being recognised
within adjusted operating profit. Exceptional items decreased by
£27m to £22m (2022: £49m). Costs of £29m (2022: £3m) were
recognised relating to initiatives across all three pillars of our
Performance Excellence programme - lean processes, capacity
optimisation and global business services. These were partially
offset by a net credit of £8m following the reversal of prior year
provisions in respect of the wind down of operations in Russia as
working capital recoveries have exceeded initial expectations.
Exceptional costs in 2022 relating to our Russian operations
totalled £44m. Exceptional items also included £1m for acquisition
and integration related costs. Other adjusting items of £43m (2022:
£3m) are primarily related to adjustments to the legacy US
asbestos-related provision following a period of increased claims
and the revised claims projections from the latest triennial
actuarial review undertaken in the year.
Continuing operations net finance
costs were £48m (2022: £47m)
with an increase in finance costs of £15m after a foreign currency
translation tailwind of £1m on USD denominated debt. The increase
in costs was largely offset by higher finance income in the year,
with both being driven by higher interest rates in the
year.
Continuing operations adjusted profit before
tax was £411m (2022: £348m),
after a foreign currency translation headwind of £6m. The statutory
profit before tax from continuing operations of £321m compares to
£260m in 2022, the increase is primarily due to the increase in
adjusted operating profit.
Continuing operations adjusted tax charge for the
year of £111m (2022: £93m) on
adjusted profit before tax from continuing operations of £411m
(2022: £348m) represents an adjusted effective tax rate (ETR) of
27.0% (2022: 26.6%). Our ETR is principally driven by the
geographical mix of profits arising in our business and, to a
lesser extent, the impact of Group financing and transfer pricing
arrangements. A tax credit of £20m has been recognised in relation
to continuing operations adjusting items (2022: £45m).
Continuing operations profit after tax before adjusting
items is £300m (2022: £255m). The
statutory profit after tax for the year from continuing operations
is £230m (2022: £213m).
Discontinued operations statutory loss after tax
for the year was £1m (2022: profit of £1m) related
to the finalisation of certain tax indemnities under the sale and
purchase agreement for the Oil & Gas Division which was
disposed of in 2021.
Statutory profit for the year after tax from total
operations of £229m (2022:
£214m) reflects the increase in profit from continuing
operations of £17m offset by the reduction in discontinued
operations.
Adjusted earnings per share from continuing operations increased by 18% to 115.9p
(2022: 98.4p) reflecting the increased profit offset by higher
effective tax rate in the year. Statutory reported earnings per
share from total operations is 88.2p (2022: 82.5p). The weighted
average number of shares in issue was 258.4m (2022:
258.7m).
Acquisition of SentianAI
The Group completed the acquisition
of Sentiantechnologies AB (SentianAI) on 21 November 2023 for an
enterprise value of SEK87m (£7m) less customary debt and working
capital adjustments, which resulted in an initial cash
consideration of £6m and deferred consideration of £1m, payable in
2025.
Cash flow and net debt
Cash generated from total
operations3 increased by £78m to £526m (2022: £448m)
primarily driven by the increase in adjusted operating profit,
coupled with an improvement in working capital of £21m (2023:
outflow of £28m vs 2022: £49m). The
reduced working capital cash outflow reflects an improvement in
inventory, only partially offset by receivables and payables. This
reflects a combination of phasing of purchases and the initial
benefit of actions under our Performance Excellence programme, as
well as lower utilisation of invoice discounting facilities. As a
result, working capital as a percentage of sales decreased to
21% from 24% in the prior year. Non-recourse
invoice discounting facilities, primarily customers supply chain
financing facilities, of £33m (2022: £45m) were utilised and
suppliers chose to utilise supply chain financing facilities of
£32m (2022: £54m). Net cash generated from operating activities is
£394m (2022: £321m).
Net capital expenditure increased
by £25m to £83m (2022: £58m), mainly due to the construction of our
new ESCO foundry in China. Lease payments of £31m were in line with
the prior year (2022: £31m).
Free operating cash flow increased
by £50m to £392m (2022: £342m) resulting in free operating cash
conversion of 85% (2022: 87%) (refer to note 2 of the Audited
Results contained in this press release). This was in line with our 2023 target of between 80% and 90%
and reflected the above noted improvement in cash generation,
partially offset by the increase in capital expenditure in the year
as we continued to invest in our new foundry in China. We continue
to target free operating cash conversion for 2024 of between 90%
and 100% driven by working capital efficiency and maintaining capex
and lease costs closer to one times depreciation.
Free cash flow from total
operations was an inflow of £238m (2022: £193m). In addition to the
movements noted above, this was primarily impacted by an increase
in tax payments of £11m, partially offset by lower net finance
costs of £5m due to phasing.
Net debt decreased by £107m to
£690m (2022: £797m) and includes £117m (2022: £115m) in respect of
IFRS 16 'Leases'. The movement reflects free cash inflow of £238m,
offset by dividends of £96m, exceptional cash flows of £18m,
outflows of £8m in relation to acquisition of subsidiaries and
disposals of discontinued operations, an increase in lease
liabilities of £8m, other movements of £3m and favourable FX on
translation of £2m. Net debt to EBITDA on a lender covenant basis
was 1.1 times4 (2022: 1.5 times) compared to a covenant level of 3.5
times.
In June 2023, the Group completed
the issue of £300m five-year Sustainability-Linked Notes due to
mature in June 2028. These Notes are in addition to the US$800m
Sustainability-Linked Notes drawn in May 2021 and due to mature in
May 2026. The Group also continued to have access to its US$800m
Revolving Credit Facility (RCF) and, in March 2023, exercised the
option to extend the maturity date to April 2028, with the option
to extend for a further year. As a result of strong cash generation
in the year, the Group reduced its RCF by US$200m to US$600m in
February 2024. Following these actions, the Group will have more
than £700m of immediately available committed facilities and cash
balances.
Pensions
The net IAS 19 funding position
reduced from a net surplus of £15m at December 2022 to a net
surplus of £2m at December 2023. This is primarily due to changes
in financial assumptions, which resulted in a loss of £13m (2022:
gain of £303m), mainly due to the decrease in discount rates over
the year compared to increasing discount rates in the prior year,
as well as a loss on plan assets of £12m (2022: £224m). These
movements contributed to a charge of £28m (2022: credit of £65m)
being recognised in the Consolidated Statement of Comprehensive
Income.
During the year the UK Main Plan
completed a further pensioner buy-in with the full buy-in premium
amounting to £136m, which results in insurance policy assets held
for the UK scheme now covering 60% (2022:
39%) of the UK's total funded obligation, reducing the Group's
exposure to actuarial movements. In
addition, the strength of the funding position of the UK Main Plan
means that additional pension cash contributions will reduce by
approximately £6m from 2024.
Enquiries:
|
|
Investors: Edward Pears
|
+44(0)141 308 3725
|
Media: Sally Jones
|
+44(0)141 308 3666
|
Citigate Dewe Rogerson: Kevin
Smith
|
+44 (0) 207 638 9571
Weir@citigatedewerogerson.com
|
Appendix 1 - 2023 continuing
operations3
quarterly order trends
|
Reported
growth
|
Division
|
2022 Q1
|
2022 Q2
|
2022 Q3
|
2022 Q4
|
2022 FY
|
2023 Q1
|
2023 Q2
|
2023 Q3
|
2023 Q4
|
2023 FY
|
Original Equipment
|
-18%
|
-3%
|
13%
|
19%
|
2%
|
20%
|
-12%
|
-10%
|
-15%
|
-6%
|
Aftermarket
|
23%
|
18%
|
25%
|
6%
|
18%
|
5%
|
5%
|
1%
|
2%
|
3%
|
Minerals
|
9%
|
11%
|
21%
|
10%
|
13%
|
9%
|
0%
|
-2%
|
-3%
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
Original Equipment
|
-17%
|
98%
|
-6%
|
14%
|
14%
|
39%
|
40%
|
21%
|
69%
|
41%
|
Aftermarket
|
37%
|
19%
|
14%
|
1%
|
17%
|
-9%
|
-4%
|
-5%
|
-2%
|
-5%
|
ESCO
|
32%
|
23%
|
13%
|
2%
|
17%
|
-6%
|
0%
|
-3%
|
2%
|
-2%
|
|
|
|
|
|
|
|
|
|
|
|
Original Equipment
|
-17%
|
2%
|
12%
|
19%
|
3%
|
22%
|
-8%
|
-8%
|
-10%
|
-3%
|
Aftermarket
|
28%
|
18%
|
21%
|
5%
|
17%
|
0%
|
2%
|
-1%
|
1%
|
0%
|
Continuing Ops
|
15%
|
14%
|
19%
|
8%
|
14%
|
4%
|
0%
|
-2%
|
-2%
|
0%
|
Book-to-bill
|
1.22
|
1.13
|
1.02
|
0.95
|
1.07
|
1.04
|
1.01
|
0.94
|
0.94
|
0.98
|
|
Quarterly orders1
£m
|
Division
|
2022 Q1
|
2022 Q2
|
2022 Q3
|
2022 Q4
|
2022 FY
|
2023 Q1
|
2023 Q2
|
2023 Q3
|
2023Q4
|
2023 FY
|
Original Equipment
|
111
|
148
|
144
|
144
|
547
|
132
|
130
|
129
|
123
|
514
|
Aftermarket
|
313
|
356
|
333
|
337
|
1,339
|
329
|
371
|
337
|
344
|
1,381
|
Minerals
|
424
|
504
|
477
|
481
|
1,886
|
461
|
501
|
466
|
467
|
1,895
|
|
|
|
|
|
|
|
|
|
|
|
Original Equipment
|
10
|
15
|
11
|
8
|
44
|
14
|
21
|
13
|
14
|
62
|
Aftermarket
|
178
|
162
|
161
|
159
|
660
|
162
|
156
|
154
|
156
|
628
|
ESCO
|
188
|
177
|
172
|
167
|
704
|
176
|
177
|
167
|
170
|
690
|
|
|
|
|
|
|
|
|
|
|
|
Original Equipment
|
121
|
163
|
155
|
152
|
591
|
146
|
151
|
142
|
137
|
576
|
Aftermarket
|
491
|
518
|
494
|
496
|
1,999
|
491
|
527
|
491
|
500
|
2,009
|
Continuing Ops3
|
612
|
681
|
649
|
648
|
2,590
|
637
|
678
|
633
|
637
|
2,585
|
Appendix 2 - 2023
order bridges
(as reported)
|
H1
|
H2
|
Full Year
|
Group orders
(£m)
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
2022 - as reported
|
285
|
997
|
1,282
|
320
|
1,042
|
1,362
|
605
|
2,039
|
2,644
|
Organic
|
5%
|
0%
|
1%
|
-9%
|
-1%
|
-3%
|
-3%
|
0%
|
0%
|
Structure
|
0%
|
1%
|
1%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
Currency
|
1%
|
3%
|
2%
|
-5%
|
-5%
|
-5%
|
-2%
|
-1%
|
-2%
|
Total
|
6%
|
4%
|
4%
|
-14%
|
-6%
|
-8%
|
-5%
|
-1%
|
-2%
|
2023 - as reported
|
301
|
1,035
|
1,336
|
275
|
974
|
1,249
|
576
|
2,009
|
2,585
|
|
H1
|
H2
|
Full Year
|
Minerals orders (£m)
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
2022 - as reported
|
261
|
672
|
933
|
300
|
704
|
1,004
|
561
|
1,376
|
1,937
|
Organic
|
1%
|
5%
|
4%
|
-12%
|
1%
|
-3%
|
-6%
|
3%
|
0%
|
Structure
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
Currency
|
1%
|
1%
|
1%
|
-5%
|
-6%
|
-6%
|
-2%
|
-2%
|
-2%
|
Total
|
2%
|
6%
|
5%
|
-17%
|
-5%
|
-9%
|
-8%
|
1%
|
-2%
|
2023 - as reported
|
266
|
714
|
980
|
248
|
667
|
915
|
514
|
1,381
|
1,895
|
|
H1
|
H2
|
Full Year
|
ESCO orders
(£m)
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
OE
|
AM
|
Total
|
2022 - as reported
|
24
|
325
|
349
|
20
|
338
|
358
|
44
|
663
|
707
|
Organic
|
40%
|
-9%
|
-6%
|
43%
|
-5%
|
-1%
|
41%
|
-7%
|
-3%
|
Structure
|
0%
|
3%
|
3%
|
0%
|
0%
|
0%
|
0%
|
2%
|
1%
|
Currency
|
7%
|
4%
|
4%
|
-12%
|
-5%
|
-3%
|
-1%
|
0%
|
1%
|
Total
|
47%
|
-2%
|
1%
|
31%
|
-10%
|
-4%
|
40%
|
-5%
|
-1%
|
2023 - as reported
|
35
|
321
|
356
|
27
|
307
|
334
|
62
|
628
|
690
|
Appendix 3 - Foreign exchange (FX) rates and continuing
operations3 profit exposure
|
2023 average FX
rates
|
2022 average FX
rates
|
Percentage of FY 2023
operating profits2
|
US Dollar
|
1.24
|
1.24
|
36%
|
Australian Dollar
|
1.87
|
1.78
|
17%
|
Euro
|
1.15
|
1.17
|
8%
|
Canadian Dollar
|
1.68
|
1.61
|
17%
|
Chilean Peso
|
1,044.69
|
1,078.02
|
15%
|
South African Rand
|
22.94
|
20.19
|
5%
|
Brazilian Real
|
6.21
|
6.39
|
4%
|
Chinese Yuan
|
8.81
|
8.30
|
2%
|
Indian Rupee
|
102.66
|
97.06
|
1%
|
1. 2022 restated at 2023 average
exchange rates.
2. Profit figures before adjusting
items. Refer to note 2 of the Audited Results contained in this
press release for further details of alternative performance
measures.
3. Continuing operations excludes
the Oil & Gas Division, which was sold to Caterpillar Inc. in
February 2021 and the Saudi Arabian joint venture, which was sold
to Olayan Financing Company in June 2021.
This information includes
'forward-looking statements'. All statements other than statements
of historical fact included in this presentation, including,
without limitation, those regarding The Weir Group PLC's ("the
Group") financial position, business strategy, plans (including
development plans and objectives relating to the Group's products
and services) and objectives of management for future operations,
are forward-looking statements. These statements contain the words
"anticipate", "believe", "intend", "estimate", "expect" and words
of similar meaning. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the
Group to be materially different from future results, performance
or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Group's present and future business
strategies and the environment in which the Group will operate in
the future. These forward-looking statements speak only as at the
date of this document. The Group expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Group's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Past business and financial performance cannot be relied on
as an indication of future performance.
AUDITED RESULTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
|
Adjusted
results
|
Adjusting items (note
5)
|
Statutory
results
|
Adjusted
results
|
Adjusting
items
(note
5)
|
Statutory
results
|
|
Notes
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
3
|
2,636.0
|
-
|
2,636.0
|
2,472.1
|
-
|
2,472.1
|
Continuing operations
|
|
|
|
|
|
|
|
Operating profit before share of
results of joint ventures
|
|
456.3
|
(90.4)
|
365.9
|
392.3
|
(87.3)
|
305.0
|
Share of results of joint
ventures
|
|
2.5
|
-
|
2.5
|
2.5
|
-
|
2.5
|
Operating profit
|
|
458.8
|
(90.4)
|
368.4
|
394.8
|
(87.3)
|
307.5
|
|
|
|
|
|
|
|
|
Finance costs
|
|
(66.4)
|
-
|
(66.4)
|
(51.0)
|
-
|
(51.0)
|
Finance income
|
|
18.7
|
-
|
18.7
|
3.7
|
-
|
3.7
|
Profit before tax from continuing operations
|
|
411.1
|
(90.4)
|
320.7
|
347.5
|
(87.3)
|
260.2
|
Tax (expense) credit
|
6
|
(110.9)
|
20.1
|
(90.8)
|
(92.5)
|
44.9
|
(47.6)
|
Profit for the year from continuing
operations
|
|
300.2
|
(70.3)
|
229.9
|
255.0
|
(42.4)
|
212.6
|
(Loss) profit for the year from
discontinued operations
|
7
|
-
|
(1.3)
|
(1.3)
|
1.2
|
-
|
1.2
|
Profit (loss) for the year
|
|
300.2
|
(71.6)
|
228.6
|
256.2
|
(42.4)
|
213.8
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
299.5
|
(71.6)
|
227.9
|
255.8
|
(42.4)
|
213.4
|
Non-controlling
interests
|
|
0.7
|
-
|
0.7
|
0.4
|
-
|
0.4
|
|
|
300.2
|
(71.6)
|
228.6
|
256.2
|
(42.4)
|
213.8
|
Earnings per share
|
8
|
|
|
|
|
|
|
Basic - total operations
|
|
|
|
88.2p
|
|
|
82.5p
|
Basic - continuing
operations
|
|
115.9p
|
|
88.7p
|
98.4p
|
|
82.0p
|
|
|
|
|
|
|
|
|
Diluted - total
operations
|
|
|
|
87.7p
|
|
|
82.0p
|
Diluted - continuing
operations
|
|
115.3p
|
|
88.2p
|
97.8p
|
|
81.5p
|
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
Year ended
|
Year
ended
|
|
|
31 December
2023
|
31
December 2022
|
|
|
£m
|
£m
|
Profit for the year
|
|
228.6
|
213.8
|
|
|
|
|
Other comprehensive (expense) income
|
|
|
|
|
|
|
|
Losses taken to equity on cash flow
hedges
|
|
(0.4)
|
-
|
Cost of hedging taken to equity on
fair value hedges
|
|
(0.8)
|
-
|
Exchange (losses) gains on
translation of foreign operations
|
|
(159.1)
|
223.1
|
Reclassification of foreign
currency translation reserve on disposal of operations
|
|
-
|
0.1
|
Exchange gains (losses) on net
investment hedges
|
|
27.6
|
(124.9)
|
Reclassification adjustments on
cash flow hedges
|
|
0.5
|
0.5
|
Reclassification adjustments on
fair value hedges
|
|
0.1
|
-
|
Tax credit (charge) relating to
above items
|
|
0.1
|
(0.1)
|
Items that are or may be reclassified to profit or loss in
subsequent periods
|
|
(132.0)
|
98.7
|
|
|
|
|
Other comprehensive (expense)
income not to be reclassified to profit or loss in subsequent
periods:
|
|
|
|
Remeasurements on defined benefit
plans
|
|
(28.2)
|
65.3
|
Tax credit (charge) relating to
above item
|
|
7.1
|
(16.3)
|
Items that will not be reclassified to profit or loss in
subsequent periods
|
|
(21.1)
|
49.0
|
|
|
|
|
Net other comprehensive (expense) income
|
|
(153.1)
|
147.7
|
|
|
|
|
Total net comprehensive income for the year
|
|
75.5
|
361.5
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
Company
|
|
76.1
|
360.8
|
Non-controlling
interests
|
|
(0.6)
|
0.7
|
|
|
75.5
|
361.5
|
|
|
|
|
Total net comprehensive income (expense) for the year
attributable to equity holders of the Company
|
|
|
|
Continuing operations
|
|
77.4
|
359.6
|
Discontinued operations
|
|
(1.3)
|
1.2
|
|
|
76.1
|
360.8
|
CONSOLIDATED BALANCE SHEET
AT
31 DECEMBER 2023
|
|
|
|
|
|
31 December
2023
|
31
December 2022
|
|
Notes
|
£m
|
£m
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Property, plant &
equipment
|
|
490.5
|
462.2
|
Intangible assets
|
|
1,316.0
|
1,409.9
|
Investments in joint
ventures
|
|
12.2
|
15.1
|
Deferred tax assets
|
|
111.3
|
92.5
|
Other receivables
|
|
53.8
|
76.8
|
Retirement benefit plan
assets
|
14
|
30.1
|
50.0
|
Total non-current assets
|
|
2,013.9
|
2,106.5
|
Current assets
|
|
|
|
Inventories
|
|
608.1
|
679.1
|
Trade & other
receivables
|
|
526.2
|
528.9
|
Derivative financial
instruments
|
15
|
7.9
|
8.9
|
Income tax receivable
|
|
29.4
|
41.3
|
Cash & short-term
deposits
|
|
707.2
|
691.2
|
Total current assets
|
|
1,878.8
|
1,949.4
|
Total assets
|
|
3,892.7
|
4,055.9
|
LIABILITIES
|
|
|
|
Current liabilities
|
|
|
|
Interest-bearing loans &
borrowings
|
|
286.2
|
406.3
|
Trade & other
payables
|
|
581.3
|
623.5
|
Derivative financial
instruments
|
15
|
6.4
|
13.2
|
Income tax payable
|
|
1.9
|
7.4
|
Provisions
|
12
|
47.6
|
35.3
|
Total current liabilities
|
|
923.4
|
1,085.7
|
Non-current liabilities
|
|
|
|
Interest-bearing loans &
borrowings
|
|
1,111.1
|
1,082.1
|
Other payables
|
|
0.6
|
1.0
|
Derivative financial
instruments
|
15
|
2.3
|
-
|
Provisions
|
12
|
80.7
|
62.9
|
Deferred tax liabilities
|
|
46.9
|
51.4
|
Retirement benefit plan
deficits
|
14
|
28.0
|
34.9
|
Total non-current liabilities
|
|
1,269.6
|
1,232.3
|
Total liabilities
|
|
2,193.0
|
2,318.0
|
NET ASSETS
|
|
1,699.7
|
1,737.9
|
CAPITAL & RESERVES
|
|
|
|
Share capital
|
|
32.5
|
32.5
|
Share premium
|
|
582.3
|
582.3
|
Merger reserve
|
|
332.6
|
332.6
|
Treasury shares
|
|
(29.0)
|
(14.3)
|
Capital redemption
reserve
|
|
0.5
|
0.5
|
Foreign currency translation
reserve
|
|
(238.7)
|
(108.5)
|
Hedge accounting reserve
|
|
1.4
|
1.9
|
Retained earnings
|
|
1,008.2
|
899.5
|
Shareholders' equity
|
|
1,689.8
|
1,726.5
|
Non-controlling
interests
|
|
9.9
|
11.4
|
TOTAL EQUITY
|
|
1,699.7
|
1,737.9
|
The financial statements were
approved by the Board of Directors and authorised for issue on
29 February 2024.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
Year ended
|
Year
ended
|
|
|
31 December
2023
|
31
December 2022
|
|
Notes
|
£m
|
£m
|
Total operations
|
|
|
|
Cash flows from operating activities
|
16
|
|
|
Cash generated from
operations
|
|
525.5
|
447.8
|
Additional pension contributions
paid
|
|
(9.3)
|
(9.7)
|
Exceptional and other adjusting
cash items
|
|
(18.0)
|
(14.2)
|
Exceptional cash items - acquired
vendor liabilities
|
|
-
|
(9.7)
|
Income tax paid
|
|
(103.9)
|
(93.4)
|
Net cash generated from operating
activities
|
|
394.3
|
320.8
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Acquisitions of subsidiaries, net
of cash acquired
|
16
|
(6.9)
|
(15.2)
|
Purchases of property, plant &
equipment
|
|
(79.1)
|
(56.1)
|
Purchases of intangible
assets
|
|
(7.6)
|
(6.6)
|
Other proceeds from sale of
property, plant & equipment and intangible assets
|
|
4.2
|
4.4
|
Disposals of discontinued
operations, net of cash disposed and disposal costs
|
7,16
|
(0.4)
|
(0.1)
|
Exceptional cash item - disposal of
ESCO Russia
|
16
|
-
|
(2.0)
|
Interest received
|
|
15.1
|
4.6
|
Dividends received from joint
ventures
|
|
4.1
|
2.7
|
Net cash used in investing
activities
|
|
(70.6)
|
(68.3)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Proceeds from borrowings
|
|
512.6
|
822.8
|
Repayments of borrowings
|
|
(627.6)
|
(958.9)
|
Lease payments
|
|
(31.0)
|
(30.5)
|
Settlement of external debt of
subsidiary on acquisition
|
|
(0.2)
|
-
|
Settlement of derivative financial
instruments
|
|
(0.5)
|
(0.3)
|
Interest paid
|
|
(55.0)
|
(49.9)
|
Dividends paid to equity holders of
the Company
|
9
|
(95.9)
|
(66.7)
|
Dividends paid to non-controlling
interests
|
|
(0.9)
|
(0.3)
|
Purchase of shares for employee
share plans
|
|
(24.0)
|
(20.0)
|
Net cash used in financing
activities
|
|
(322.5)
|
(303.8)
|
|
|
|
|
Net increase (decrease) in cash & cash
equivalents
|
|
1.2
|
(51.3)
|
Cash & cash equivalents at the
beginning of the year
|
|
477.5
|
500.0
|
Foreign currency translation
differences
|
|
(31.3)
|
28.8
|
Cash & cash equivalents at the end of the
year
|
16
|
447.4
|
477.5
|
The cash flows from discontinued
operations included above are disclosed separately in note
7.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Treasury
shares
|
Capital redemption
reserve
|
Foreign currency translation
reserve
|
Hedge accounting
reserve
|
Retained
earnings
|
Attributable to equity
holders of the Company
|
Non- controlling
interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 31 December 2021
|
32.5
|
582.3
|
332.6
|
(5.3)
|
0.5
|
(206.5)
|
1.5
|
705.9
|
1,443.5
|
11.0
|
1,454.5
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
213.4
|
213.4
|
0.4
|
213.8
|
Exchange gains on translation of
foreign operations
|
-
|
-
|
-
|
-
|
-
|
222.8
|
-
|
-
|
222.8
|
0.3
|
223.1
|
Reclassification of foreign
currency translation reserve on disposal of operations
|
-
|
-
|
-
|
-
|
-
|
0.1
|
-
|
-
|
0.1
|
-
|
0.1
|
Exchange losses on net investment
hedges
|
-
|
-
|
-
|
-
|
-
|
(124.9)
|
-
|
-
|
(124.9)
|
-
|
(124.9)
|
Reclassification adjustments on
cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
-
|
0.5
|
-
|
0.5
|
-
|
0.5
|
Remeasurements on defined benefit
plans
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
65.3
|
65.3
|
-
|
65.3
|
Tax relating to other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.1)
|
(16.3)
|
(16.4)
|
-
|
(16.4)
|
Total net comprehensive income for
the year
|
-
|
-
|
-
|
-
|
-
|
98.0
|
0.4
|
262.4
|
360.8
|
0.7
|
361.5
|
Cost of share-based payments
inclusive of tax credit
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8.9
|
8.9
|
-
|
8.9
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(66.7)
|
(66.7)
|
-
|
(66.7)
|
Purchase of shares for employee
share plans
|
-
|
-
|
-
|
(20.0)
|
-
|
-
|
-
|
-
|
(20.0)
|
-
|
(20.0)
|
Dividends paid to non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
Exercise of share-based
payments
|
-
|
-
|
-
|
11.0
|
-
|
-
|
-
|
(11.0)
|
-
|
-
|
-
|
At 31 December 2022
|
32.5
|
582.3
|
332.6
|
(14.3)
|
0.5
|
(108.5)
|
1.9
|
899.5
|
1,726.5
|
11.4
|
1,737.9
|
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Treasury
shares
|
Capital redemption
reserve
|
Foreign currency translation
reserve
|
Hedge accounting
reserve
|
Retained
earnings
|
Attributable to equity
holders of the Company
|
Non- controlling
interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 31 December 2022
|
32.5
|
582.3
|
332.6
|
(14.3)
|
0.5
|
(108.5)
|
1.9
|
899.5
|
1,726.5
|
11.4
|
1,737.9
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
227.9
|
227.9
|
0.7
|
228.6
|
Losses taken to equity on cash flow
hedges
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.4)
|
-
|
(0.4)
|
-
|
(0.4)
|
Cost of hedging taken to equity on
fair value hedges
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.8)
|
-
|
(0.8)
|
-
|
(0.8)
|
Exchange losses on translation of
foreign operations
|
-
|
-
|
-
|
-
|
-
|
(157.8)
|
-
|
-
|
(157.8)
|
(1.3)
|
(159.1)
|
Exchange gains on net investment
hedges
|
-
|
-
|
-
|
-
|
-
|
27.6
|
-
|
-
|
27.6
|
-
|
27.6
|
Reclassification adjustments on
cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
-
|
0.5
|
-
|
0.5
|
-
|
0.5
|
Reclassification adjustments on
fair value hedges
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
-
|
0.1
|
-
|
0.1
|
Remeasurements on defined benefit
plans
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(28.2)
|
(28.2)
|
-
|
(28.2)
|
Tax relating to other comprehensive
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
7.1
|
7.2
|
-
|
7.2
|
Total net comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
(130.2)
|
(0.5)
|
206.8
|
76.1
|
(0.6)
|
75.5
|
Cost of share-based payments
inclusive of tax credit
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
7.1
|
7.1
|
-
|
7.1
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(95.9)
|
(95.9)
|
-
|
(95.9)
|
Purchase of shares for employee
share plans
|
-
|
-
|
-
|
(24.0)
|
-
|
-
|
-
|
-
|
(24.0)
|
-
|
(24.0)
|
Dividends paid to non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.9)
|
(0.9)
|
Exercise of share-based
payments
|
-
|
-
|
-
|
9.3
|
-
|
-
|
-
|
(9.3)
|
-
|
-
|
-
|
At
31 December 2023
|
32.5
|
582.3
|
332.6
|
(29.0)
|
0.5
|
(238.7)
|
1.4
|
1,008.2
|
1,689.8
|
9.9
|
1,699.7
|
1.
Accounting policies
Basis of preparation
The audited results for the year
ended 31 December 2023 ("2023") have been prepared in
accordance with UK-adopted International Accounting Standards and
with the requirements of the Companies Act 2006 as applicable to
those companies reporting under those standards.
The financial information set out
in the audited results does not constitute the Group's statutory
financial statements for the year ended 31 December 2023
within the meaning of section 434 of the Companies Act 2006 and has
been extracted from the full financial statements for the year
ended 31 December 2023.
Statutory financial statements for
the year ended 31 December 2022 ("2022"), which received an
unqualified audit report, have been delivered to the Registrar of
Companies. The reports of the auditors on the financial statements
for the year ended 31 December 2022 and for the year ended
31 December 2023 were unqualified and did not contain a
statement under either section 498(2) or section 498(3) of the
Companies Act 2006. The financial statements for the period ended
31 December 2023 will be delivered to the Registrar of
Companies and made available to all Shareholders in due
course.
These financial statements are
presented in Sterling. All values are rounded to the nearest 0.1
million pounds (£m) except where otherwise indicated.
The financial statements are also
prepared on a historic cost basis except where measured at fair
value as outlined in the accounting policies.
Going concern
The Directors have a reasonable
expectation that the Group has adequate resources to continue to
operate for a period of at least 12 months from the date of
approval of the financial statements. For this reason, they
continue to adopt the going concern basis of preparing the
financial statements. In forming this view the Directors have
reviewed the Group's budget and sensitivity analysis.
Basis of consolidation
The Consolidated Financial
Statements include the results, cash flows and assets and
liabilities of The Weir Group PLC and its subsidiaries, and the
Group's share of results of its joint venture. For consolidation
purposes, subsidiaries and joint ventures prepare financial
information for the same reporting period as the Company using
consistent accounting policies.
A subsidiary is an entity
controlled, either directly or indirectly, by the Company, where
control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee. The results of a subsidiary acquired during the period
are included in the Group's results from the effective date on
which control is transferred to the Group. The results of a
subsidiary sold during the period are included in the Group's
results up to the effective date on which control is transferred
out of the Group. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
Non-controlling interests represent
the portion of profit or loss and net assets in subsidiaries that
are not held by the Group and are presented within equity in the
Consolidated Balance Sheet, separately from the Company
Shareholders' equity.
New accounting standards, amendments and
interpretations
The accounting policies that follow
are consistent with those of the previous period, with the
exception of the following standards, amendments and
interpretations which are effective for the year ended
31 December 2023:
• IFRS 17 'Insurance
contracts' as amended in December 2021;
• Definition of Accounting
Estimates - amendments to IAS 8;
• International Tax Reform
- Pillar Two Model Rules - amendments to IAS 12;
• Deferred Tax related to
Assets and Liabilities arising from a Single Transaction -
amendments to IAS 12; and
•
Disclosure of Accounting Policies - amendments to
IAS 1 and IFRS Practice Statement 2.
The amendments listed above are not
considered to have a material impact on the Consolidated Financial
Statements of the Group.
The following new accounting
standards and interpretations have been published but are not
mandatory for 31 December 2023:
• Amendments to IAS 1 -
Classification of liabilities as current or non-current;
• Amendments to IAS 1 -
Non-current liabilities with covenants;
• Amendments to IAS 21 -
Lack of exchangeability;
• Amendments to IAS 7 and
IFRS 7 - Supplier finance arrangements; and
• Amendments to IFRS 16 -
Lease liability in a sale and leaseback.
These amendments have not been
early adopted by the Group. The impact assessment is ongoing,
however, from initial review these standards are not expected to
have a material impact on the Group in the current or future
reporting periods.
Climate change
Climate change is considered to be
a key element of our overall sustainability roadmap. As well as
considering the impact of climate change across our business model,
the Directors have considered the impact on the financial
statements in accordance with the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations. Climate change is not
considered to have a material impact on the financial reporting
judgements and estimates arising from our considerations. Overall,
sustainability is recognised in the market as a growth driver for
Weir and a key part of our investment case. This is consistent with
our assessment that climate change is not expected to have a
detrimental impact on the viability of the Group in the
medium-term. Specifically we note the following:
• The impact of climate
change has been included in the modelling to assess the viability
and going concern status of the Group, both in terms of the
preparation of our Strategic Plan, which underpins our viability
statement modelling, and the modelling of our severe, but plausible
downside scenarios;
• Our assessment of the
carrying value of goodwill and intangible assets included
consideration of scenario analysis of potential climate change on
our end markets and this did not introduce a set of circumstances
that were considered could reasonably lead to an
impairment;
• The impact on the
carrying value and useful lives of tangible assets has been
considered and while we continue to invest in projects to reduce
our carbon impact, there is not considered to be a material impact
on our existing asset base;
• In May 2021, the Group
successfully completed the issuance of five-year US$800m
Sustainability-Linked Notes. The cost of meeting our linked targets
in 2024 has been considered within the above modelling and the
impact is not material; and
• In June 2023, the Group
successfully completed the issuance of five-year £300m
Sustainability-Linked Notes. The cost of meeting our linked targets
in 2026 has been considered within the above modelling and the
impact is not material.
Further detail on our science-based
targets and performance against them is included in the Emissions
Strategy in the Strategic Report section of the Annual
Report.
Use of estimates and judgements
The Group's material accounting
policy information is set out below. The preparation of the
Consolidated Financial Statements, in conformity with IFRS,
requires management to make judgements that affect the application
of accounting policies and estimates that impact the reported
amounts of assets, liabilities, income and expense.
Management bases these judgements
on a combination of past experience, professional expert advice and
other evidence that is relevant to each individual circumstance.
Actual results may differ from these judgements and the resulting
estimates, which are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the year in which the
estimate is revised.
Areas requiring significant
judgement in the current year and on a recurring basis are
presented to the Audit Committee.
Critical judgments and estimates
The areas where management
considers critical judgements and estimates to be required, which
are areas more likely to be materially adjusted within the next 12
months due to inherent uncertainty regarding estimates and
assumptions, are those in respect of the following:
Retirement benefits (estimate)
The assumptions underlying the
valuation of retirement benefit assets and liabilities include
discount rates, inflation rates and mortality assumptions, which
are based on actuarial advice. Changes in these assumptions could
have a material impact on the measurement of the Group's retirement
benefit obligations.
Provisions (judgement/estimate)
Management judgement is used to
determine when a provision is recognised, taking into account the
commercial drivers that gave rise to it, the Group's previous
experience of similar obligations and the progress of any
associated legal proceedings. The calculation of provisions
typically involves management estimates of associated cash flows
and discount rates. The key provision, which currently requires a
greater degree of management judgement and estimate is the US
asbestos provision and associated insurance asset, details of which
are included in note 12.
Deferred taxation (estimate)
The level of current and deferred
tax recognised in the financial statements is dependent on
subjective judgements as to the interpretation of complex
international tax regulations and, in some cases, the outcome of
decisions by tax authorities in various jurisdictions around the
world, together with the ability of the Group to utilise tax
attributes within the time limits imposed by the relevant tax
legislation. The value of the recognised US deferred tax asset in
relation to US tax attributes is based on expected future US
taxable profits with reference to the Group's ten-year forecast
period and assumptions over the intended use of these tax
attributes during this period. The application of this model and
its underlying assumptions may result in future changes to the
deferred tax asset recognised. In particular, the recognition of US
deferred tax assets relating to deferred intra-group interest
deductions is based upon the current policy and modelling
demonstrating full utilisation of that attribute over the ten-year
forecast period. If the current policy were to change then the
utilisation of this tax attribute, as demonstrated by the model,
may reduce resulting in a reduction in US deferred tax asset
recognised of a maximum of £37.6m (2022: £41.2m).
Other estimates
Taxation (estimate)
The Group faces a variety of tax
risks, which result from operating in a complex global environment,
including the ongoing reform of both international and domestic tax
rules in some of the Group's larger markets and the challenge to
fulfil ongoing tax compliance filing and transfer pricing
obligations given the scale and diversity of the Group's global
operations.
The Group makes provision for open
tax issues where it is probable that an exposure will arise
including, in a number of jurisdictions, ongoing tax audits and
uncertain tax positions including transfer pricing which are by
nature complex and can take a number of years to resolve. In all
cases, provisions are based on management's interpretation of tax
law in each country, as supported where appropriate by discussion
and analysis undertaken by the Group's external advisers, and
reflect the single best estimate of the likely outcome or the
expected value for each liability. Provisions for uncertain tax
positions are included in current tax liabilities and total £5.4m
at 31 December 2023 (2022: £7.1m).
The Group believes it has made
adequate provision for such matters although it is possible that
amounts ultimately paid will be different from the amounts
provided, but not materially within the next 12 months.
Tax disclosures are provided in
note 6.
Accounting policies
Adjusting items
In order to provide the users of
the Consolidated Financial Statements with a more relevant
presentation of the Group's performance, statutory results for each
year have been analysed between:
• adjusted results;
and
• the effect of adjusting
items.
The principal adjusting items are
summarised below. These specific items are presented on the face of
the Consolidated Income Statement, along with the related adjusting
items' taxation, to provide greater clarity and a better
understanding of the impact of these items on the Group's financial
performance. In doing so, it also facilitates greater comparison of
the Group's underlying results with prior years and assessment of
trends in financial performance. This split is consistent with how
business performance is measured internally.
Intangibles amortisation
Intangibles amortisation is
expensed in line with the other intangible assets policy, with
separate disclosure provided to allow visibility of the impact of
both:
•
intangible assets recognised via acquisition,
which primarily relate to items that would not normally be
capitalised unless identified as part of an acquisition
opening balance sheet. The ongoing costs associated with these
assets are expensed; and
•
ongoing multi-year investment activities, which
previously included our IT transformation strategy and
digitalisation strategy.
In the prior year, amortisation of
£7.4m was included within adjusting items
in relation to assets which are part of ongoing multi-year
investment activities. As these assets are now fully amortised, no
charge has been recognised during the current year.
Exceptional items
Exceptional items are items of
income and expense which, because of the nature, size and/or
infrequency of the events giving rise to them, merit separate
presentation. Exceptional items may include, but are not restricted
to: profits or losses arising on disposal or closure of businesses;
the cost of significant business restructuring; significant
impairments of intangible or tangible assets; adjustments to the
fair value of acquisition-related items such as contingent
consideration and inventory; acquisitions and other items deemed
exceptional due to their significance, size or nature.
Other adjusting items
Other adjusting items are those
that do not relate to the Group's current ongoing trading and, due
to their nature, are treated as adjusting items. For example these
may include, but are not restricted to, movements in the provision
for asbestos-related claims or the associated insurance assets,
which relate to the Flow Control Division that was sold in 2019,
but the provision remains with the Group and is in run-off,
or past service costs related to pension
liabilities.
Further analysis of the items
included in the column 'Adjusting items' in the Consolidated Income
Statement are provided in note 5.
2.
Alternative performance measures
The Consolidated Financial
Statements of The Weir Group PLC have been prepared in accordance
with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to those
companies reporting under those standards. In measuring our
performance, the financial measures that we use include those which
have been derived from our reported results in order to eliminate
factors which we believe distort period-on-period comparisons.
These are considered alternative performance measures. This
information, along with comparable GAAP measurements, is useful to
investors in providing a basis for measuring our operational
performance. Our management uses these financial measures, along
with the most directly comparable GAAP financial measures, in
evaluating our performance and value creation. Alternative
performance measures should not be considered in isolation from, or
as a substitute for, financial information in compliance with GAAP.
Alternative performance measures as reported by the Group may not
be comparable with similarly titled amounts reported by other
companies.
Below we set out our definitions of
alternative performance measures and provide reconciliations to
relevant GAAP measures.
Adjusted results and adjusting items
The Consolidated Income Statement
presents Statutory results, which are provided on a GAAP basis, and
Adjusted results (non-GAAP), which are management's primary area of
focus when reviewing the performance of the business. Adjusting
items represent the difference between Statutory results and
Adjusted results and are defined within the accounting policies
section above. The accounting policy for Adjusting items should be
read in conjunction with this note. Details of each adjusting item
are provided in note 5. We consider this presentation to be helpful
as it allows greater comparability of the underlying performance of
the business from year to year.
EBITDA
EBITDA is operating profit from
continuing operations, before exceptional items, other adjusting
items, intangibles amortisation, and excluding depreciation of
owned assets and right-of-use assets. EBITDA is a widely used
measure of a company's profitability of its operations before any
effects of indebtedness, taxes or costs required to maintain its
asset base. EBITDA is used in conjunction with other GAAP and
non-GAAP financial measures to assess our operational performance.
A reconciliation of EBITDA to the closest equivalent GAAP measure,
operating profit, is provided.
|
2023
|
2022
|
|
£m
|
£m
|
Continuing operations
|
|
|
Operating profit
|
368.4
|
307.5
|
Adjusted for:
|
|
|
Exceptional and other adjusting
items (note 5)
|
64.9
|
51.4
|
Adjusting amortisation (note
5)
|
25.5
|
35.9
|
Adjusted operating profit
|
458.8
|
394.8
|
Non-adjusting
amortisation
|
12.2
|
5.7
|
Adjusted earnings before interest, tax and amortisation
(EBITA)
|
471.0
|
400.5
|
Depreciation of owned property,
plant & equipment
|
39.9
|
47.0
|
Depreciation of right-of-use
property, plant & equipment
|
31.6
|
31.4
|
Adjusted earnings before interest, tax, depreciation and
amortisation (EBITDA)
|
542.5
|
478.9
|
Operating cash flow (cash generated from
operations)
Operating cash flow excludes
additional pension contributions, exceptional and other adjusting
cash items and income tax paid. This is a useful measure to view or
assess the underlying cash generation of the business from its
operating activities. A reconciliation to the GAAP measure 'Net
cash generated from operating activities' is provided in the
Consolidated Cash Flow Statement.
Free operating cash flow and free cash flow
Free operating cash flow (FOCF) is
defined as operating cash flow (cash generated from operations),
adjusted for net capital expenditure, lease payments, dividends
received from joint ventures and purchase of shares for employee
share plans. FOCF provides a useful measure of the cash flows
generated directly from the operational activities after taking
into account other cash flows closely associated with maintaining
daily operations.
Free cash flow (FCF) is defined as
FOCF further adjusted for net interest, income taxes, settlement of
derivative financial instruments, additional pension contributions
and non-controlling interest dividends. FCF reflects an additional
way of viewing our available funds that we believe is useful to
investors as it represents cash flows that could be used for
repayment of debt, dividends, exceptional and other adjusting
items, or to fund our strategic initiatives, including
acquisitions, if any.
The reconciliation of operating
cash flows (cash generated from operations) to FOCF and
subsequently FCF is as follows.
|
2023
|
2022
|
|
£m
|
£m
|
Operating cash flow (cash generated
from operations)
|
525.5
|
447.8
|
Net capital expenditure from
purchase & disposal of property, plant & equipment and
intangibles
|
(82.5)
|
(58.3)
|
Lease payments
|
(31.0)
|
(30.5)
|
Dividends received from joint
ventures
|
4.1
|
2.7
|
Purchase of shares for employee
share plans
|
(24.0)
|
(20.0)
|
Free operating cash flow (FOCF)
|
392.1
|
341.7
|
|
|
|
Net interest paid
|
(39.9)
|
(45.3)
|
Income tax paid
|
(103.9)
|
(93.4)
|
Settlement of derivative financial
instruments
|
(0.5)
|
(0.3)
|
Additional pension contributions
paid
|
(9.3)
|
(9.7)
|
Non-controlling interest
dividends
|
(0.9)
|
(0.3)
|
Free cash flow (FCF)
|
237.6
|
192.7
|
Free operating cash conversion
Free operating cash conversion is a
non-GAAP key performance measure defined as free operating cash
flow divided by adjusted operating profit on a total Group basis.
The measure is used by management to monitor the Group's ability to
generate cash relative to operating profits.
|
2023
|
2022
|
|
£m
|
£m
|
Adjusted operating profit
|
458.8
|
394.8
|
|
|
|
Free operating cash flow
|
392.1
|
341.7
|
|
|
|
Free operating cash conversion %
|
85%
|
87%
|
|
|
|
Working capital as a percentage of sales
Working capital as a percentage of
sales is calculated based on working capital as reflected below,
divided by revenue, as included in the Consolidated Income
Statement. It is a measure used by management to monitor how
efficiently the Group is managing its investment in working capital
relative to revenue growth.
|
2023
|
2022
|
|
£m
|
£m
|
Working capital as included in the Consolidated Balance
Sheet
|
|
|
Other receivables
|
53.8
|
76.8
|
Inventories
|
608.1
|
679.1
|
Trade & other
receivables
|
526.2
|
528.9
|
Derivative financial instruments
(note 15)
|
(0.8)
|
(4.3)
|
Trade & other
payables
|
(581.3)
|
(623.5)
|
Other payables
|
(0.6)
|
(1.0)
|
|
605.4
|
656.0
|
Adjusted for:
|
|
|
Insurance contract
assets
|
(57.5)
|
(77.9)
|
Interest accruals
|
12.3
|
5.3
|
Deferred consideration
|
1.6
|
2.0
|
|
(43.6)
|
(70.6)
|
|
|
|
Working capital
|
561.8
|
585.4
|
Revenue
|
2,636.0
|
2,472.1
|
Working capital as a percentage of sales
|
21%
|
24%
|
Net debt
Net debt is a widely used liquidity
metric calculated by taking cash and cash equivalents less total
current and non-current debt. A reconciliation of net debt to cash
and short-term deposits and interest-bearing loans and borrowings
is provided in note 16. It is a useful measure used by management
and investors when monitoring the capital management of the Group.
Net debt, excluding lease liabilities and converted at the exchange
rates used in the preparation of the Consolidated Income Statement,
is also the basis for covenant reporting.
3.
Segment information
Continuing operations includes two
operating Divisions: Minerals and ESCO. These two Divisions are
organised and managed separately based on the key markets served
and each is treated as an operating segment and a reportable
segment under IFRS 8 'Operating segments'. The operating and
reportable segments were determined based on the reports reviewed
by the Chief Executive Officer, which are used to make operational
decisions.
The Minerals segment is a global
leader in engineering, manufacturing and service processing
technology used in abrasive, high-wear mining applications. Its
differentiated technology is also used in infrastructure and
general industrial markets. The ESCO segment is a global leader in
the provision of Ground Engaging Tools (GET) for large mining
machines. It operates predominantly in mining and infrastructure
markets where its highly engineered technology improves
productivity through extended wear life, increased safety and
reduced energy consumption.
Following the acquisition of
Sentiantechnologies AB (SentianAI) on 21 November 2023 and Carriere
Industrial Supply Limited (CIS) on 8 April 2022, these entities
have been included in the Minerals and ESCO segments respectively.
SentianAI is a developer of innovative cloud-based Artificial
Intelligence solutions to the mining industry. CIS is a premier
manufacturer and distributor of highly engineered wear parts and
aftermarket service provider to the Canadian mining
industry.
The Chief Executive Officer
assesses the performance of the operating segments based on
operating profit from continuing operations before exceptional and
other adjusting items ('segment result'). Finance income and
expenditure and associated interest-bearing liabilities and
financing derivative financial instruments are not allocated to
segments as all treasury activity is managed centrally by the Group
Treasury function. The amounts provided to the Chief Executive
Officer with respect to assets and liabilities are measured in a
manner consistent with that of the financial statements. The assets
are allocated based on the operations of the segment and the
physical location of the asset. The liabilities are allocated based
on the operations of the segment.
Transfer prices between business
segments are set on an arm's length basis, in a manner similar to
transactions with third parties.
The segment information for the
reportable segments for 2023 and 2022 is disclosed below.
Information related to discontinued operations is included in note
7.
|
Minerals
|
ESCO
|
Total continuing
operations
|
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
|
|
|
|
|
|
Sales to external
customers
|
1,937.4
|
1,780.5
|
698.6
|
691.6
|
2,636.0
|
2,472.1
|
Inter-segment sales
|
0.1
|
0.1
|
2.5
|
3.2
|
2.6
|
3.3
|
Segment revenue
|
1,937.5
|
1,780.6
|
701.1
|
694.8
|
2,638.6
|
2,475.4
|
Eliminations
|
|
|
|
|
(2.6)
|
(3.3)
|
|
|
|
|
|
2,636.0
|
2,472.1
|
|
|
|
|
|
|
|
Sales to external customers - 2022 at 2023 average exchange
rates
|
Sales to external
customers
|
1,937.4
|
1,734.6
|
698.6
|
688.2
|
2,636.0
|
2,422.8
|
|
|
|
|
|
|
|
Segment result
|
|
|
|
|
|
|
Segment result before share of
results of joint ventures
|
375.7
|
323.5
|
119.4
|
107.5
|
495.1
|
431.0
|
Share of results of joint
ventures
|
-
|
-
|
2.5
|
2.5
|
2.5
|
2.5
|
Segment result
|
375.7
|
323.5
|
121.9
|
110.0
|
497.6
|
433.5
|
Corporate expenses
|
|
|
|
|
(38.8)
|
(38.7)
|
Adjusted operating
profit
|
|
|
|
|
458.8
|
394.8
|
Adjusting items
|
|
|
|
|
(90.4)
|
(87.3)
|
Net finance costs
|
|
|
|
|
(47.7)
|
(47.3)
|
Profit before tax from continuing operations
|
|
|
|
|
320.7
|
260.2
|
|
|
|
|
|
|
|
Segment result - 2022 at 2023 average exchange
rates
|
Segment result before share of
results of joint ventures
|
375.7
|
317.5
|
119.4
|
106.9
|
495.1
|
424.4
|
Share of results of joint
ventures
|
-
|
-
|
2.5
|
2.5
|
2.5
|
2.5
|
Segment result
|
375.7
|
317.5
|
121.9
|
109.4
|
497.6
|
426.9
|
Corporate expenses
|
|
|
|
|
(38.8)
|
(38.9)
|
Adjusted operating profit
|
|
|
|
|
458.8
|
388.0
|
Revenues from any single external
customer do not exceed 10% of Group revenue.
|
Minerals
|
ESCO
|
Total continuing
operations
|
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Timing of revenue recognition
|
|
|
|
|
|
|
At a point in time
|
1,825.2
|
1,682.7
|
685.3
|
681.9
|
2,510.5
|
2,364.6
|
Over time
|
112.3
|
97.9
|
15.8
|
12.9
|
128.1
|
110.8
|
Segment revenue
|
1,937.5
|
1,780.6
|
701.1
|
694.8
|
2,638.6
|
2,475.4
|
Eliminations
|
|
|
|
|
(2.6)
|
(3.3)
|
|
|
|
|
|
2,636.0
|
2,472.1
|
Geographical information
Geographical information in respect
of revenue for 2023 and 2022 is disclosed below. Revenues are
allocated based on the location to which the product is
shipped.
|
2023
|
2022
|
|
£m
|
£m
|
Revenue by geography
|
|
|
UK
|
23.9
|
34.8
|
US
|
412.4
|
418.1
|
Canada
|
420.8
|
378.3
|
Asia Pacific
|
347.4
|
288.2
|
Australasia
|
412.4
|
336.3
|
South America
|
576.3
|
540.8
|
Middle East & Africa
|
317.4
|
295.3
|
Europe & FSU
|
125.4
|
180.3
|
Revenue
|
2,636.0
|
2,472.1
|
|
2023
|
2022
|
|
£m
|
£m
|
An
analysis of the Group's revenue is as follows:
|
|
|
Original equipment
|
552.3
|
456.0
|
Aftermarket parts
|
1,864.3
|
1,825.7
|
Sales of goods
|
2,416.6
|
2,281.7
|
Provision of services -
aftermarket
|
160.7
|
141.9
|
Construction contracts - original
equipment
|
54.3
|
45.5
|
Subscription services
|
4.4
|
3.0
|
Revenue
|
2,636.0
|
2,472.1
|
|
Minerals
|
ESCO
|
Total Group
|
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Assets & liabilities
|
|
|
|
|
|
|
Intangible assets
|
567.9
|
600.8
|
748.0
|
809.0
|
1,315.9
|
1,409.8
|
Property, plant &
equipment
|
312.3
|
303.4
|
168.4
|
147.6
|
480.7
|
451.0
|
Working capital assets
|
844.9
|
902.0
|
288.1
|
307.3
|
1,133.0
|
1,209.3
|
|
1,725.1
|
1,806.2
|
1,204.5
|
1,263.9
|
2,929.6
|
3,070.1
|
Investments in joint
ventures
|
-
|
-
|
12.2
|
15.1
|
12.2
|
15.1
|
Segment assets
|
1,725.1
|
1,806.2
|
1,216.7
|
1,279.0
|
2,941.8
|
3,085.2
|
Corporate assets
|
|
|
|
|
950.9
|
970.7
|
Total assets
|
|
|
|
|
3,892.7
|
4,055.9
|
|
|
|
|
|
|
|
Working capital
liabilities
|
476.6
|
543.7
|
129.9
|
139.9
|
606.5
|
683.6
|
Segment liabilities
|
476.6
|
543.7
|
129.9
|
139.9
|
606.5
|
683.6
|
Corporate liabilities
|
|
|
|
|
1,586.5
|
1,634.4
|
Total liabilities
|
|
|
|
|
2,193.0
|
2,318.0
|
|
|
|
|
|
|
|
Other segment information - total Group
|
|
|
|
|
Segment additions to non-current
assets
|
79.7
|
68.7
|
46.6
|
29.4
|
126.3
|
98.1
|
Corporate additions to non-current
assets
|
|
|
|
|
1.3
|
1.1
|
Total additions to non-current assets
|
|
|
|
|
127.6
|
99.2
|
|
|
|
|
|
|
|
Other segment information - total Group
|
|
|
|
|
Segment depreciation &
amortisation
|
65.0
|
73.8
|
42.2
|
43.1
|
107.2
|
116.9
|
Segment impairment of property,
plant & equipment
|
1.4
|
1.3
|
-
|
-
|
1.4
|
1.3
|
Segment impairment of intangible
assets
|
-
|
0.3
|
-
|
-
|
-
|
0.3
|
Corporate depreciation &
amortisation
|
|
|
|
|
2.0
|
3.1
|
Total depreciation, amortisation &
impairment
|
|
|
|
|
110.6
|
121.6
|
The asset and liability balances
include right-of-use assets and lease liabilities.
Corporate assets primarily comprise
cash and short-term deposits, asbestos-related insurance asset,
Trust Owned Life Insurance policy investments, derivative financial
instruments, income tax receivable, deferred tax assets and
elimination of intercompany as well as those assets which are used
for general head office purposes. Corporate liabilities primarily
comprise interest-bearing loans & borrowings and related
interest accruals, derivative financial instruments, income tax
payable, provisions, deferred tax liabilities, elimination of
intercompany and retirement benefit deficits as well as liabilities
relating to general head office activities. Segment additions to
non-current assets include right-of-use assets.
Geographical information
Geographical information in respect
of non-current assets for 2023 and 2022 is disclosed below. Assets
are allocated based on the location of the assets and operations.
Non-current assets consist of property, plant & equipment,
intangible assets and investments in joint ventures.
|
2023
|
2022
|
|
£m
|
£m
|
Non-current assets by geography
|
|
|
UK
|
308.8
|
310.3
|
US
|
707.6
|
765.5
|
Canada
|
168.8
|
177.7
|
Asia Pacific
|
195.1
|
184.6
|
Australasia
|
201.8
|
210.5
|
South America
|
81.4
|
82.9
|
Middle East & Africa
|
97.6
|
105.1
|
Europe & FSU
|
57.6
|
50.6
|
Non-current assets
|
1,818.7
|
1,887.2
|
4.
Revenue & expenses
The following disclosures are given
in relation to continuing operations.
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
Adjusted
results
|
Adjusting
items
|
Statutory
results
|
Adjusted
results
|
Adjusting
items
|
Statutory
results
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
A reconciliation of revenue to
operating profit is as follows:
|
|
|
|
|
|
|
Revenue
|
2,636.0
|
-
|
2,636.0
|
2,472.1
|
-
|
2,472.1
|
Cost of sales
|
(1,641.1)
|
(1.6)
|
(1,642.7)
|
(1,573.4)
|
(24.8)
|
(1,598.2)
|
Gross profit
|
994.9
|
(1.6)
|
993.3
|
898.7
|
(24.8)
|
873.9
|
Other operating income
|
5.9
|
-
|
5.9
|
10.4
|
-
|
10.4
|
Selling & distribution
costs
|
(291.4)
|
(2.4)
|
(293.8)
|
(279.8)
|
(4.2)
|
(284.0)
|
Administrative expenses
|
(253.1)
|
(86.4)
|
(339.5)
|
(237.0)
|
(58.3)
|
(295.3)
|
Share of results of joint
ventures
|
2.5
|
-
|
2.5
|
2.5
|
-
|
2.5
|
Operating profit
|
458.8
|
(90.4)
|
368.4
|
394.8
|
(87.3)
|
307.5
|
Details of adjusting items are
included in note 5.
5.
Adjusting items
|
2023
|
2022
|
|
£m
|
£m
|
Recognised in arriving at operating
profit from continuing operations
|
|
|
Intangibles amortisation
|
(25.5)
|
(35.9)
|
Exceptional items
|
|
|
Acquisition and integration related
costs
|
(0.7)
|
(2.4)
|
Russian operations wind
down
|
7.7
|
(44.0)
|
Performance Excellence
programme
|
(28.8)
|
(2.9)
|
Other restructuring and
rationalisation activities
|
0.1
|
0.4
|
|
(21.7)
|
(48.9)
|
Other adjusting items
|
|
|
Asbestos-related
provision
|
(43.2)
|
(2.5)
|
Total adjusting items
|
(90.4)
|
(87.3)
|
|
|
|
Recognised in arriving at operating
profit from discontinued operations
|
|
|
Exceptional items
|
|
|
Finalisation of Oil & Gas
related tax assessment
|
(1.3)
|
-
|
Total adjusting items (note 7)
|
(1.3)
|
-
|
Continuing operations
Intangibles amortisation
Intangibles amortisation of £25.5m
(2022: £35.9m) relates to acquisition related assets. In the prior
year the £35.9m amortisation charge included £7.4m in relation to
ongoing multi-year investment activities, as outlined in the
accounting policy in note 1.
Exceptional items
Exceptional items in the year
include £0.7m of acquisition and integration related costs. These
costs were cash settled during the year.
During the prior year exceptional
costs of £44.0m were recognised in the Consolidated Income
Statement in respect of the wind down of Russia operations. Of this
total, £39.1m arose from the uncertainty over recoverability of
assets in the Minerals division, with provisions made for the
majority of Weir Minerals Russia's closing third-party net assets
of £19.5m, severance costs of £3.3m, customer penalties of £1.8m
and other costs of £0.8m mainly relating to staff retention.
Exceptional charges were also recognised in other Minerals
entities, including provision for 'made to order' inventory
prohibited from being shipped of £7.0m, receivables from sanctioned
customers of £2.8m, and severance and incremental warehousing costs
totalling £3.9m. A further £4.9m arose from the loss on disposal of
the ESCO Russia operations. In the current year a net credit of
£7.7m has been recognised, primarily in respect of the reversal of
previously impaired inventory and receivables, as working capital
recoveries have exceeded initial expectations. These reversals were
partially offset by £2.0m of additional inventory provision made
for newly emerging contract exposures in the first half of the year
and £1.9m of additional receivables
provisions.
As a result of our ongoing
Performance Excellence programme, an exceptional charge of £28.8m
has been recorded. The three-year programme aims to transform the
way we work with more agile and efficient business processes, with
a focus on customer and service-delivery. The programme includes
capacity optimisation, lean processes and global business services.
Costs of £16.5m, primarily severance, have been recognised under
the capacity optimisation and lean processes pillars of the
programme due to the relocation of facilities, service centre
restructuring and transfer of certain manufacturing operations
across the USA, Australia and South America. Of these costs, £9.1m
have been cash settled in the year. The remaining costs of £12.3m
primarily relate to consulting fees and other costs associated with
establishing Weir Business Services, with £5.2m being cash settled
in the year.
Also included within exceptional
items is a £0.1m credit for the release of
an unutilised prior year provision for restructuring and
rationalisation activities in China.
Other adjusting items
A charge of £43.2m (2022: £2.5m)
has been recorded in respect of movements in the US
asbestos-related liability and associated insurance asset that
relate to legacy products sold by a US-based subsidiary of the
Group. Further details of this are included in note 12.
Discontinued operations
Exceptional items
A charge of £1.3m has been
recognised in the period in relation to the gain on sale of
discontinued operations (note 7). This relates to the finalisation
of certain tax indemnities under the sale and purchase agreement
for the Oil & Gas Division, which was disposed in
2021.
6.
Income tax expense
|
2023
|
2022
|
|
£m
|
£m
|
Continuing Group - UK
|
(4.5)
|
(11.8)
|
Continuing Group -
Overseas
|
(86.3)
|
(35.8)
|
Income tax expense in the Consolidated Income Statement for
continuing operations
|
(90.8)
|
(47.6)
|
The total income tax expense is
disclosed in the Consolidated Income Statement as
follows.
|
|
2023
|
2022
|
|
|
£m
|
£m
|
Tax (expense) credit
|
- adjusted results
|
(110.9)
|
(92.5)
|
|
- adjusting items
|
20.1
|
44.9
|
Continuing operations income tax
expense in the Consolidated Income Statement
|
(90.8)
|
(47.6)
|
Discontinued operations income tax
credit (expense) in the Consolidated Income Statement
|
-
|
1.2
|
Total income tax expense in the Consolidated Income
Statement
|
(90.8)
|
(46.4)
|
The tax credit of £20.1m (2022:
£44.9m) which has been recognised in adjusting items includes £0.9m
(2022: £8.6m) in respect of adjusting intangibles amortisation and
impairment. The £0.9m credit consists of a £5.6m credit in relation
to intangibles amortisation which is offset by a non-recurring
£4.7m charge in relation to changes in tax rates. The remaining
£19.2m (2022: £36.3m) relates to exceptional and other adjusting
items and includes a credit of £10.1m (2022: £3.5m) which primarily
relates to the US asbestos-related provision.
The income tax expense included in
the Continuing Group's share of results of joint ventures is as
follows.
|
2023
|
2022
|
|
£m
|
£m
|
Joint ventures
|
(0.6)
|
(0.2)
|
7.
Discontinued operations
In the year ended 31 December 2023, a charge of £1.3m has been recognised
in relation to the finalisation of certain tax indemnities under
the sale and purchase agreement for the Oil & Gas Division,
which was disposed of in 2021. In the prior year, a tax credit of
£1.2m was recognised following the filing of the 2021 US tax return
for Oil & Gas Division related activities. Total current year
investing cash outflows from discontinued operations related to the
charge in the period are £0.4m (2022: £0.1m).
For full disclosure of the disposal
of the Oil & Gas Division refer to note 8 of the Group's 2021
Annual Report and Financial Statements.
(Loss) earnings per share
(Loss) earnings per share from
discontinued operations were as follows.
|
2023
|
2022
|
|
pence
|
pence
|
Basic
|
(0.5)
|
0.5
|
Diluted
|
(0.5)
|
0.5
|
The (loss) earnings per share
figures were derived by dividing the net (loss) profit attributable
to equity holders of the Company from discontinued operations by
the weighted average number of ordinary shares, for both basic and
diluted amounts, shown in note 8.
8.
Earnings per share
Basic earnings per share amounts
are calculated by dividing net profit for the year attributable to
equity holders of the Company by the weighted average number of
ordinary shares in issue after deducting the own shares held by
employee share ownership trusts and treasury shares. Diluted
earnings per share is calculated by dividing the net profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares outstanding during the year,
adjusted for the effect of dilutive share awards.
The following reflects the earnings
used in the calculation of earnings per share.
|
|
|
|
2023
|
2022
|
|
£m
|
£m
|
Profit attributable to equity holders of the
Company
|
|
|
Total
operations1
|
227.9
|
213.4
|
Continuing
operations1
|
229.2
|
212.2
|
Continuing operations before
adjusting items1
|
299.5
|
254.6
|
The following reflects the share
numbers used in the calculation of earnings per share, and the
difference between the weighted average share capital for the
purposes of the basic and the diluted earnings per share
calculations.
|
2023
|
2022
|
|
Shares
million
|
Shares
million
|
Weighted average number of ordinary
shares for basic earnings per share
|
258.4
|
258.7
|
Effect of dilution: employee share
awards
|
1.4
|
1.6
|
Adjusted weighted average number of ordinary shares for
diluted earnings per share
|
259.8
|
260.3
|
The profit attributable to equity
holders of the Company used in the calculation of both basic and
diluted earnings per share from continuing operations before
adjusting items is calculated as follows.
|
2023
|
2022
|
|
£m
|
£m
|
Net profit attributable to equity
holders from continuing operations1
|
229.2
|
212.2
|
Adjusting items net of
tax
|
70.3
|
42.4
|
Net profit attributable to equity holders from continuing
operations before adjusting items
|
299.5
|
254.6
|
|
2023
|
2022
|
|
pence
|
pence
|
Basic earnings per share
|
|
|
Total
operations1
|
88.2
|
82.5
|
Continuing
operations1
|
88.7
|
82.0
|
Continuing operations before
adjusting items1
|
115.9
|
98.4
|
|
|
|
Diluted earnings per share
|
|
|
Total
operations1
|
87.7
|
82.0
|
Continuing
operations1
|
88.2
|
81.5
|
Continuing operations before
adjusting items1
|
115.3
|
97.8
|
1 Adjusted for a profit of
£0.7m (2022: £0.4m) in respect of non-controlling interests for
total operations.
There have been
nil share awards (2022: 839) exercised between the reporting
date and the date of signing of these financial statements. They
were settled out of existing shares held in trust.
(Loss) earnings per share from
discontinued operations is disclosed in note 7.
9.
Dividends paid & proposed
|
2023
|
2022
|
|
£m
|
£m
|
Declared & paid during the year
|
|
|
Equity dividends on ordinary shares
|
|
|
Final dividend for 2022: 19.3p
(2021: 12.3p)
|
49.9
|
31.8
|
Interim dividend for 2023: 17.8p
(2022: 13.5p)
|
46.0
|
34.9
|
|
95.9
|
66.7
|
Proposed for approval by Shareholders at the Annual General
Meeting
|
|
|
Final dividend for 2023: 20.8p
(2022: 19.3p)
|
53.6
|
49.9
|
The current year dividend is in
line with the capital allocation policy announced in our 2020
Annual Report and Financial Statements, under which the Group
intends to distribute 33% of adjusted earnings by way of dividend.
As a result, dividend cover in 2023 is 3.0 times.
The proposed dividend is based on
the number of shares in issue, excluding treasury shares held, at
the date that the financial statements were approved and authorised
for issue. The final dividend may differ due to increases or
decreases in the number of shares in issue between the date of
approval of this Annual Report and Financial Statements and the
record date for the final dividend.
10. Property, plant & equipment and intangible
assets
|
2023
|
2022
|
|
£m
|
£m
|
Additions of property, plant &
equipment and intangible assets
|
|
|
- owned land &
buildings
|
3.1
|
4.8
|
- owned plant &
equipment
|
83.6
|
55.9
|
- right-of-use land &
buildings
|
25.8
|
24.9
|
- right-of-use plant &
equipment
|
7.5
|
6.8
|
- intangible
assets
|
7.6
|
6.8
|
|
127.6
|
99.2
|
The above additions relate to the
normal course of business and do not include any additions made by
way of business combinations.
11. Business combinations
Sentiantechnologies AB
On 21 November 2023, the Group
completed the acquisition of 100% of the voting rights of
Sentiantechnologies AB (SentianAI) for an enterprise value of
SEK87.3m (£6.7m). SentianAI is a Swedish-based developer of
innovative cloud-based Artificial Intelligence (AI) solutions for
the mining industry. The acquisition has joined the Minerals
Division and SentianAI's technology will integrate with Minerals'
existing product lines, and expand the Division's digital
capabilities. Initial consideration of £6.1m
was paid on completion, with a further deferred
consideration of £0.6m recognised, payable
15 months after the date of acquisition.
The provisional
fair values, which are subject to finalisation within 12 months of
acquisition, include intangible assets £0.8m, trade & other
receivables £0.2m, cash & cash equivalents £0.2m, trade &
other payables £0.2m and external debt £0.2m, with resulting
goodwill arising on consolidation of £5.9m.
Prior year business combination
Carriere Industrial Supply
Limited
On 8 April 2022, the Group
completed the acquisition of 100% of the voting rights of Carriere
Industrial Supply Limited (CIS) for an enterprise value of
CAD$32.5m (£20.2m). CIS is a Canadian-based manufacturer and
distributor of wear parts, and an aftermarket service provider to
the mining industry, with exposure across both surface and
underground mining in Ontario and Quebec. The acquisition joined
the ESCO Division and reporting segment as CIS was already an
established distributor of ESCO's core Ground Engaging Tools (GET)
products. This acquisition will maintain ESCO's leading core GET
presence in Ontario and provide opportunities to expand into
fabricated hardware and underground capabilities.
Initial consideration of £16.2m was
paid on completion, with a further deferred consideration of £2.5m
recognised reflecting indemnification and working capital hold
backs. In the year ended 31 December 2023, the Group settled £1.0m
(2022: £0.5m) of the deferred consideration balance, on the first
anniversary of the acquisition date as per the sale and purchase
agreement. The remaining £1.0m balance will be settled in April
2024, on the second anniversary of the acquisition date.
The provisional fair values of the
opening balance sheet acquired were finalised in April 2023,
following a review over a 12 month period since the date of
acquisition, as permitted by IFRS 3 'Business combinations'. No
adjustment was required to be made to the fair values reported in
the 2022 Annual Report.
Contingent consideration
SentianAI
Included in the sale and purchase
agreement of SentianAI, a maximum of an additional SEK23.7m (£1.9m) is payable by the Group contingent on
SentianAI exceeding specific revenue and EBITDA margin targets over
the next three years and meeting non-financial targets by the end
of 2026. The entry point for any contingent payment would require
significant growth in terms of revenue and EBITDA margin by 2026.
While the Group expects SentianAI to grow as it leverages the
benefits of being partnered with Minerals, and the opportunities
within ESCO, the entry targets are considered challenging. At
present the probability of SentianAI exceeding the revenue and
EBITDA margin targets in order to trigger a contingent payment is
considered uncertain, in part due to the relative infancy of the
business. As a result no contingent consideration has been recorded
at the acquisition date. This will be reassessed in future periods
as the business develops.
Motion Metrics
The Group completed the acquisition
of 100% of the voting rights of Motion Metrics on 30 November 2021.
As part of the purchase agreement a maximum of an additional
CAD$100.0m (£59.3m) is payable by the Group contingent on Motion
Metrics exceeding specific revenue and EBITDA targets over the
first three years following acquisition. Any balance that becomes
payable would be split, with 80% reflecting further consideration
and 20% for a new employee bonus plan. The entry point for any
contingent payment would require significant growth both in terms
of revenue and EBITDA margin by 2024. Progress has been made
towards these targets throughout 2023 and, while the Group expects
Motion Metrics to continue to grow as it leverages the benefits of
being partnered with ESCO and the opportunities with Minerals, the
entry targets are considered challenging. Due to the commercial
sensitivity these targets are not disclosed. At present, given the
results achieved over the course of 2022 and 2023, the probability
of Motion Metrics exceeding these targets in 2024 in order to
trigger a contingent payment are considered remote. As a result, no
contingent consideration has been recorded at the balance sheet
date in both the current and prior periods. This will be reassessed
in future periods as the business develops.
12. Provisions
|
Warranties & contract
claims
|
Asbestos-related
|
Employee-related
|
Exceptional
items
|
Other
|
Total
|
|
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
At
31 December 2022
|
10.4
|
55.2
|
13.5
|
5.4
|
13.7
|
98.2
|
|
|
|
Additions
|
9.4
|
33.2
|
16.5
|
30.3
|
1.7
|
91.1
|
|
|
|
Utilised
|
(9.2)
|
(7.9)
|
(17.2)
|
(19.6)
|
(0.8)
|
(54.7)
|
|
|
|
Unutilised
|
(0.2)
|
1.7
|
-
|
(0.6)
|
(1.8)
|
(0.9)
|
|
|
|
Transfers
|
(0.2)
|
-
|
-
|
0.2
|
-
|
-
|
|
|
|
Exchange adjustment
|
(0.6)
|
(3.5)
|
(0.7)
|
-
|
(0.6)
|
(5.4)
|
|
|
|
At
31 December 2023
|
9.6
|
78.7
|
12.1
|
15.7
|
12.2
|
128.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 2023
|
9.6
|
11.2
|
8.4
|
15.7
|
2.7
|
47.6
|
|
|
|
Non-current 2023
|
-
|
67.5
|
3.7
|
-
|
9.5
|
80.7
|
|
|
|
At
31 December 2023
|
9.6
|
78.7
|
12.1
|
15.7
|
12.2
|
128.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current 2022
|
10.4
|
8.5
|
7.9
|
5.2
|
3.3
|
35.3
|
|
|
|
Non-current 2022
|
-
|
46.7
|
5.6
|
0.2
|
10.4
|
62.9
|
|
|
|
At
31 December 2022
|
10.4
|
55.2
|
13.5
|
5.4
|
13.7
|
98.2
|
|
|
|
The impact of discounting is only
material for the asbestos-related category of provision, with lower
discount rates at 31 December 2023, resulting in a £1.9m
increase in the provision, which is reflected as unutilised
above.
Warranties & contract claims
Provision has been made in respect
of actual warranty claims on goods sold and services provided, and
allowance has been made for potential warranty claims based on past
experience for goods and services sold with a warranty guarantee.
At 31 December 2023, the warranties portion of the provision
totalled £7.2m (2022: £6.6m). At 31 December 2023, all of these
costs relate to claims that fall due within one year of the balance
sheet date.
Provision has been made in respect
of sales contracts entered into for the sale of goods in the normal
course of business where the unavoidable costs of meeting the
obligations under the contracts exceed the economic benefits
expected to be received from the contracts and before allowing for
future expected aftermarket revenue streams. Provision is made
immediately when it becomes apparent that expected costs will
exceed the expected benefits of the contract. At 31 December
2023, the contract claims element, which includes onerous
provision, was £2.4m (2022: £3.8m), all of which is expected to be
incurred within one year of the balance sheet date.
Asbestos-related claims
|
2023
|
2022
|
|
£m
|
£m
|
US asbestos-related provision -
pre-1981 date of first exposure
|
67.4
|
49.9
|
US asbestos-related provision -
post-1981 date of first exposure
|
8.8
|
2.8
|
US asbestos-related provision -
total
|
76.2
|
52.7
|
UK asbestos-related
provision
|
2.5
|
2.5
|
Total asbestos-related provision
|
78.7
|
55.2
|
US asbestos-related
provision
A US-based subsidiary of the Group
is co-defendant in lawsuits pending in the US in which plaintiffs
are claiming damages arising from alleged exposure to products
previously manufactured which contained asbestos. The dates of
alleged exposure currently range from the 1950s to the
1990s.
The Group has historically held
comprehensive insurance cover for cases of this nature and its
subsidiary continues to do so for claims with a date of first
exposure (dofe) pre-1981. The expiration of one of the Group's
insurance policies in 2019 resulted in no further insurance cover
for claims with a post-1981 dofe. All claims are directly
administered by National Coordinating Counsel on behalf of the
insurers who also meet associated defence costs. The insurers,
their legal advisers and in-house counsel agree and execute the
defence strategy between them.
A summary of the US subsidiary's
asbestos-related claim activity is shown in the table
below.
|
2023
|
2022
|
Number of open claims
|
Number
|
Number
|
Opening
|
1,716
|
1,765
|
New
|
664
|
633
|
Dismissed
|
(362)
|
(443)
|
Settled
|
(230)
|
(239)
|
Closing
|
1,788
|
1,716
|
A review of the US subsidiary's
expected liability for US asbestos-related diseases and the
adequacy of the insurance policies to meet future settlement and
defence costs was completed in conjunction with external advisers
in 2023 as part of a planned triennial actuarial review. This
review was based on an industry standard epidemiological decay
model, and the subsidiary's claims settlement history. Consistent
with recent claims experience, the 2023 review reflected a higher
levels of claims, particularly relating to the 1970s and
1980s.
The actuarial model incorporates
claims, with a dofe pre- and post-1981, primarily relating to Lung
Cancer and Mesothelioma and includes estimates relating
to:
• the number of future
claims received through to 2064;
• settlement rates by
disease type;
• mean settlement values
by disease type;
• ratio of defence costs
to indemnity value; and
• the profile of
associated cash flows through to 2068.
The actuarial model in 2023
provided a range of potential liability based on levels of
probability from 10% to 90%, which, on an undiscounted basis,
equates to £89m-£195m. The mean actuarial estimate of £142m
represents the expected undiscounted value over the range of
reasonably possible outcomes. The provision in the financial
statements is based on the mean actuarial estimate, which is then
adjusted each year to reflect expected settlements in the model,
discounting and restricting the timescale over which a liability
can be reliably measured to ten years plus cash flows over a
further six years.
|
2023
|
2022
|
Period of future claims
provided
|
10 years
|
10
years
|
Discount rate
|
4.7%
|
5.0%
|
The period over which the provision
can be reliably estimated is judged to be ten years, plus cash
flows for a further six years, due to the inherent uncertainty,
resulting from the changing nature of the US litigation environment
detailed below, and cognisant of the broad range of probability
levels included within the actuarial model. While claims may extend
past ten years and may result in a further outflow of economic
benefits, the Directors do not believe any obligation that may
arise beyond ten years can be reliably measured at this time. The
effect of extending the claims period by a further ten years is
included in the sensitivities below. The discount rate is set based
on the corporate bond yield available at the balance sheet date
denominated in the same currency, and with a term broadly
consistent to that of the liabilities being provided for, with
sensitivities to the discount rate also included below.
In 2023, confirmation was also
received from external advisers of the insurance asset available,
which includes the estimated defence costs that would be met by the
insurer. An update to the insurance asset is obtained annually and
totals £14.9m at 31 December 2023 (2022: £32.0m). Based on the
profile of the claims in the actuarial model, external advisers
expect the insurance cover and associated limits currently in place
to be sufficient to meet the settlement and associated costs until
2025. No cash flows to or from the US subsidiary, related to claims
with an exposure date pre-1981, are expected until the exhaustion
of the insurance asset. Claims with an exposure date post-1981 are
estimated to incur cash outflows of less than £0.8m per annum and
are not insured currently or in the future.
The table below represents the
Directors' best estimate of the future liability and corresponding
insurance asset.
|
2023
|
2022
|
US
asbestos-related provision
|
£m
|
£m
|
Gross provision
|
101.5
|
68.8
|
Effect of discounting
|
(25.3)
|
(16.1)
|
Discounted US asbestos-related provision
|
76.2
|
52.7
|
Insurance asset
|
14.9
|
32.0
|
Net US asbestos-related liability
|
61.3
|
20.7
|
The gross provision and effect
of discounting at 31 December 2022 have been amended from what was
initially published in the 2022 Annual Report and Financial
Statements, with both figures grossed up by £10.0m to correctly
reflect the impact of discounting. There is no further impact from
this change across the financial statements.
The net provision and insurance
asset are presented in the financial statements as
follows.
|
2023
|
2022
|
|
£m
|
£m
|
Provisions - current
|
10.3
|
7.8
|
Provisions - non-current
|
65.9
|
44.9
|
Trade & other
receivables
|
9.5
|
7.5
|
Non-current other
receivables
|
5.4
|
24.5
|
There remains inherent uncertainty
associated with estimating future costs in respect of
asbestos-related diseases. Actuarial estimates of future indemnity
and defence costs associated with asbestos-related diseases are
subject to significantly greater uncertainty than actuarial
estimates for other types of exposures. This uncertainty results
from factors that are unique to the asbestos claims litigation and
settlement process including but not limited to:
• the possibility of
future state or federal legislation applying to claims for
asbestos-related diseases;
• the ability of the
plaintiff's bar to develop and sustain new legal theory and/or
develop new populations of claimants;
• changes in focus of the
plaintiff's bar;
• changes in defence
strategy; and
• changes in the financial
condition of other co-defendants in suits naming the US
subsidiary.
As a result, there can be no
guarantee that the assumptions used to estimate the provision will
result in an accurate prediction of the actual costs that may be
incurred.
Since the previous triennial update
completed in 2020, the US subsidiary has experienced a higher
number of claims received than modelled across both disease types.
As noted in our 2022 Annual Report we expected these variations
from the model may have been influenced by fluctuations in the
profile of case rates across jurisdictions with higher average
settlements coupled with the potential impact of the Covid-19
pandemic. However, the higher level of claims continued into 2023
demonstrating a longer-term trend of higher claims as opposed to
one-off year-on-year variation.
Average settlement values have
remained broadly stable over recent years for Mesothelioma cases,
but have been lower than modelled in 2020 for Lung Cancer cases.
Settlements largely occurred within four years of a claim being
received and the settlement rates for Mesothelioma cases were
slightly higher than previously modelled while Lung Cancer case
settlement rates were trending marginally lower.
As noted above there are a number
of uncertain factors involved in the estimation of the provision
and variations in case numbers and settlements are to be expected
from period-to-period. The trends witnessed in our recent claims
experience have been reflected in the 2023 triennial actuarial
review and provided the basis for the higher provision recognised
at 31 December 2023.
Uncertainty regarding the timing
and extent of variations year to year and whether they are short or
long-term in nature, mean it is not considered possible to provide
reasonably probable scenarios. The impact on the provision of
incremental changes in key assumptions is provided below for
guidance.
|
2023
|
Estimated impact on the discounted US asbestos-related
provision of
|
£m
|
Increasing the number of projected
future settled claims by 20%
|
12.9
|
Increasing the estimated settlement
value by 10%
|
6.4
|
Increasing the basis of provision
by ten years
|
10.1
|
Decreasing the discount rate by
50bps
|
2.2
|
Application of these sensitivities,
on an individual basis, would not lead to a material change in the
provision.
The Group's US subsidiary has been
effective in managing the asbestos litigation, in part, because it
has access to historical project documents and other business
records going back more than 50 years, allowing it to defend itself
by determining if legacy products were present at the location of
the alleged asbestos exposure and, if so, the timing and extent of
their presence. In addition, the US subsidiary has consistently and
vigorously defended claims that are without merit.
UK asbestos-related
provision
In the UK, there are outstanding
asbestos-related claims that are not the subject of insurance
cover. The extent of the UK asbestos exposure involves a series of
legacy employer's liability claims that all relate to former UK
operations and employment periods in the 1950s to 1970s. In 1989,
the Group's employer's liability insurer (Chester Street Employers
Association Ltd) was placed into run-off, which effectively
generated an uninsured liability exposure for all future long-tail
disease claims with an exposure period pre-dating 1 January 1972.
All claims with a disease exposure post 1 January 1972 are fully
compensated via the Government-established Financial Services
Compensation Scheme. Any settlement to a former employee whose
service period straddles 1972 is calculated on a pro rata basis.
The Group provides for these claims based on management's best
estimate of the likely costs given past experience of the volume
and cost of similar claims brought against the Group.
The UK provision was reviewed and
adjusted accordingly for claims experience in the year, resulting
in a provision of £2.5m (2022: £2.5m).
Employee-related
Employee-related provisions arise
from legal obligations in a number of territories in which the
Group operates, the majority of which relate to compensation
associated with periods of service. A large proportion of the
provision is for long service leave. The outflow is generally
dependent upon the timing of employees' period of leave with the
calculation of the majority of the provision being based on
criteria determined by the various jurisdictions.
Exceptional items
The exceptional items provision
relates to certain exceptional charges included within note 5 where
the cost is based on a reliable estimate of the
obligation.
The opening balance of £5.4m
includes £4.3m related to Russia, £0.4m for the Performance
Excellence programme, and £0.7m for other smaller
provisions.
Additions in the year total £30.3m,
and includes £29.4m in relation to the Performance Excellence
programme, of which £14.3m has been settled in the year. The
remaining additions of £0.9m include acquisition and integration
costs, and amounts in relation to the wind down of our Minerals
Russia subsidiary. Of the provision balance related to the Russia
wind down, £2.4m has been cash settled in the year.
The closing balance of £15.7m
includes £1.3m related to Russia, and £14.2m in relation to the
Performance Excellence programme of which £7.1m relates to capacity
optimisation costs and £7.1m to functional transformation. Also
included in the closing balance are £0.2m of smaller balances
relating to an onerous lease and residual costs related to the Oil
& Gas Division sale.
Other
Other provisions include
environmental obligations, penalties, duties due, legal claims and
other exposures across the Group. These balances typically include
estimates based on multiple sources of information and reports from
third-party advisers. The timing of outflows is difficult to
predict as many of them will ultimately rely on legal resolutions
and the expected conclusion is based on information currently
available. Where certain outcomes are unknown, a range of possible
scenarios is calculated, with the most likely being reflected in
the provision.
13. Interest-bearing loans & borrowings
In January 2023, the Group added a
further £300m term loan facility to its available financing. The
facility was due to mature in January 2024, subject to a one-year
extension option, but the Group took the decision to cancel the
facility in June 2023.
In March 2023, the Group exercised
the option to extend its US$800m multi-currency Revolving Credit Facility (RCF)
by one year to
now mature in April 2028, with the option to
extend for a further year.
In June 2023, the Group completed
the issue of £300m five-year Sustainability-Linked Notes due to
mature in June 2028. The notes include a Sustainability Performance
Target (SPT) to reduce scope 1&2 CO2 emissions by
19.1% in absolute terms by 2026 from a 2019 baseline, consistent
with the Group's SBTi approved target of 30% reduction by the end
of 2030. The notes will initially bear interest at a rate of 6.875%
per annum to be paid annually in June. The interest on the notes
will be linked to achievement of the SPT with an interest rate
increase of 0.75% to 7.625% per annum for the last interest payment
due on 14 June 2028 if the Group does not attain its SPT. These
notes are in addition to the US$800m Sustainability-Linked Notes
drawn in May 2021, due to mature in May 2026, which bear interest
at a rate of 2.20% per annum.
In June 2023, the Group amended its
US$1bn commercial paper programme to a US$800m commercial paper
programme. At 31 December
2023, a total of £nil (2022: £nil) was outstanding under the
programme.
At 31 December 2023, £97.7m
(2022: £336.5m) was
drawn under the US$800m multi-currency RCF which, is disclosed net
of unamortised issue costs of £2.3m (2022: £2.4m).
At 31 December 2023, a total of £nil
(2022: £165.3m) was outstanding under
private placement, which is disclosed net of unamortised issue
costs of £nil (2022:
£nil).
At 31 December 2023, a total of
£922.3m (2022: £657.8m)
was outstanding under Sustainability-Linked Notes, which is
disclosed net of unamortised issue costs of £4.5m
(2022: £3.5m).
14. Pensions & other post-employment benefit
plans
|
2023
|
2022
|
|
£m
|
£m
|
Net asset
|
2.1
|
15.1
|
The defined benefit pension schemes
across the Group's legacy UK and North American schemes worsened to
a net surplus of £2.1m (2022: £15.1m) primarily due to changes in
financial assumptions mainly due to a fall in discount rates over
the period.
15. Derivative financial instruments
The Group enters into derivative
financial instruments in the normal course of business in order to
hedge its exposure to foreign exchange risk. Derivatives are only
used for economic hedging purposes and no speculative positions are
taken. Derivatives are recognised as held for trading and at fair
value through profit and loss unless they are designated in IFRS 9
'Financial Instruments' compliant hedge relationships.
The table below summarises the
types of derivative financial instrument included within each
balance sheet category.
|
2023
|
2022
|
|
£m
|
£m
|
Included in current assets
|
|
|
Forward foreign currency contracts
designated as cash flow hedges
|
0.6
|
1.0
|
Other forward foreign currency
contracts
|
7.3
|
7.9
|
|
7.9
|
8.9
|
|
|
|
Included in current liabilities
|
|
|
Forward foreign currency contracts
designated as cash flow hedges
|
(0.5)
|
(1.9)
|
Forward foreign currency contracts
designated as net investment hedges
|
-
|
(0.1)
|
Other forward foreign currency
contracts
|
(5.9)
|
(11.2)
|
|
(6.4)
|
(13.2)
|
|
|
|
Included in non-current liabilities
|
|
|
Forward foreign currency contracts
designated as fair value hedges
|
(2.3)
|
-
|
|
(2.3)
|
-
|
|
|
|
Net derivative financial liabilities
|
(0.8)
|
(4.3)
|
16. Additional cash flow information
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Total operations
|
|
|
|
Net cash generated from operations
|
|
|
|
Operating profit - continuing
operations
|
|
368.4
|
307.5
|
Operating loss - discontinued
operations
|
7
|
(1.3)
|
-
|
Operating profit - total operations
|
|
367.1
|
307.5
|
Exceptional and other adjusting
items
|
5
|
66.2
|
51.4
|
Amortisation of intangible
assets
|
|
37.7
|
41.6
|
Share of results of joint
ventures
|
|
(2.5)
|
(2.5)
|
Depreciation of property, plant
& equipment
|
|
39.9
|
47.0
|
Depreciation of right-of-use
assets
|
|
31.6
|
31.4
|
Impairment of property, plant &
equipment
|
|
0.9
|
0.2
|
Capital grants received
|
|
(0.5)
|
(0.2)
|
Gains on disposal of property,
plant & equipment
|
|
(0.4)
|
(0.6)
|
Funding of pension &
post-retirement costs
|
|
(1.1)
|
(2.9)
|
Employee share schemes
|
|
7.0
|
8.0
|
Transactional foreign
exchange
|
|
9.2
|
14.3
|
(Decrease) increase in
provisions
|
|
(1.5)
|
1.2
|
Cash generated from operations before working capital cash
flows
|
|
553.6
|
496.4
|
Decrease (increase) in
inventories
|
|
42.0
|
(128.6)
|
Decrease in trade & other
receivables & construction contracts
|
|
15.2
|
49.8
|
(Decrease) increase in trade &
other payables & construction contracts
|
|
(85.3)
|
30.2
|
Cash generated from operations
|
|
525.5
|
447.8
|
Additional pension contributions
paid
|
|
(9.3)
|
(9.7)
|
Exceptional and other adjusting
cash items
|
|
(18.0)
|
(14.2)
|
Exceptional cash items - acquired
vendor liabilities
|
|
-
|
(9.7)
|
Income tax paid
|
|
(103.9)
|
(93.4)
|
Net cash generated from operating activities
|
|
394.3
|
320.8
|
Cash flows from discontinued
operations included above are disclosed separately in note
7.
The following tables summarise the
cash flows arising on acquisitions (note 11) and disposals (notes 5
and 7).
|
2023
|
2022
|
|
£m
|
£m
|
Acquisitions of subsidiaries
|
|
|
Acquisition of subsidiaries - cash
consideration paid
|
6.1
|
16.3
|
Acquisition of subsidiaries -
deferred consideration paid
|
-
|
0.5
|
Cash & cash equivalents
acquired
|
(0.2)
|
(1.6)
|
Acquisition of subsidiaries -
current period acquisitions
|
5.9
|
15.2
|
Prior period acquisitions -
deferred consideration paid
|
1.0
|
-
|
Total cash outflow relating to acquisitions
|
6.9
|
15.2
|
|
|
|
Net cash outflow arising on disposals
|
|
|
Consideration received net of costs
paid & cash disposed of - ESCO Russia
|
-
|
2.0
|
Prior period disposals
|
0.4
|
0.1
|
Total cash outflow relating to disposals
|
0.4
|
2.1
|
|
2023
|
2022
|
|
£m
|
£m
|
Cash & cash equivalents comprise the
following
|
|
|
Cash & short-term
deposits
|
707.2
|
691.2
|
Bank overdrafts & short-term
borrowings
|
(259.8)
|
(213.7)
|
|
447.4
|
477.5
|
|
2023
|
2022
|
|
£m
|
£m
|
Net debt comprises the following
|
|
|
Cash & short-term
deposits
|
707.2
|
691.2
|
Current interest-bearing loans
& borrowings
|
(286.2)
|
(406.3)
|
Non-current interest-bearing loans
& borrowings
|
(1,111.1)
|
(1,082.1)
|
|
(690.1)
|
(797.2)
|
Reconciliation of financing cash flows to movement in net
debt
|
Opening balance at 31
December 2022
|
Cash
movements
|
Additions/
acquisitions
|
FX
|
Non-cash
movements
|
Closing balance at 31
December 2023
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cash & cash
equivalents
|
477.5
|
1.0
|
0.2
|
(31.3)
|
-
|
447.4
|
|
|
|
|
|
|
|
Third-party loans
|
(1,165.5)
|
111.2
|
(0.2)
|
27.7
|
-
|
(1,026.8)
|
Leases
|
(115.1)
|
31.0
|
(38.4)
|
5.3
|
(0.3)
|
(117.5)
|
Unamortised issue costs
|
5.9
|
4.0
|
-
|
-
|
(3.1)
|
6.8
|
Amounts included in gross
debt
|
(1,274.7)
|
146.2
|
(38.6)
|
33.0
|
(3.4)
|
(1,137.5)
|
|
|
|
|
|
|
|
Amounts included in net
debt
|
(797.2)
|
147.2
|
(38.4)
|
1.7
|
(3.4)
|
(690.1)
|
|
|
|
|
|
|
|
Financing derivatives
|
(0.1)
|
0.5
|
-
|
-
|
(2.7)
|
(2.3)
|
|
|
|
|
|
|
|
Total financing liabilities1
|
(1,274.8)
|
146.7
|
(38.6)
|
33.0
|
(6.1)
|
(1,139.8)
|
|
Opening
balance at 31 December 2021
|
Cash
movements
|
Additions/acquisitions
|
Disposals
|
FX
|
Non-cash
movements
|
Closing balance at 31 December 2022
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cash & cash
equivalents
|
500.0
|
(51.0)
|
1.6
|
(1.9)
|
28.8
|
-
|
477.5
|
|
|
|
|
|
|
|
|
Third-party loans
|
(1,174.7)
|
133.4
|
(0.4)
|
-
|
(123.8)
|
-
|
(1,165.5)
|
Leases
|
(105.4)
|
30.5
|
(35.0)
|
-
|
(6.0)
|
0.8
|
(115.1)
|
Unamortised issue costs
|
7.6
|
2.7
|
-
|
-
|
-
|
(4.4)
|
5.9
|
Amounts included in gross
debt
|
(1,272.5)
|
166.6
|
(35.4)
|
-
|
(129.8)
|
(3.6)
|
(1,274.7)
|
|
|
|
|
|
|
|
|
Amounts included in net
debt
|
(772.5)
|
115.6
|
(33.8)
|
(1.9)
|
(101.0)
|
(3.6)
|
(797.2)
|
|
|
|
|
|
|
|
|
Financing derivatives
|
1.4
|
0.3
|
-
|
-
|
-
|
(1.8)
|
(0.1)
|
|
|
|
|
|
|
|
|
Total financing liabilities1
|
(1,271.1)
|
166.9
|
(35.4)
|
-
|
(129.8)
|
(5.4)
|
(1,274.8)
|
1
Total financing liabilities comprise gross debt plus other
liabilities relating to financing activities.
17. Related party disclosure
The following table provides the
total amount of significant transactions that have been entered
into by the Group with related parties for the relevant financial
year and outstanding balances at the year end.
|
|
Sales to related parties -
goods
|
Sales to related parties -
services
|
Purchases from related
parties - goods
|
Amounts owed to related
parties
|
Amounts owed by related
parties
|
Related party
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Joint ventures
|
2023
|
0.9
|
0.1
|
19.2
|
3.8
|
0.4
|
|
2022
|
1.1
|
0.1
|
25.9
|
6.2
|
0.3
|
Group pension plans
|
2023
|
-
|
-
|
-
|
1.6
|
-
|
|
2022
|
-
|
-
|
-
|
8.2
|
-
|
18. Legal claims
The Company and certain
subsidiaries are, from time-to-time, party to legal proceedings and
claims that arise in the normal course of business. Provisions have
been made where the Directors have assessed that a cash outflow is
probable. All other claims are believed to be remote or are not yet
ripe.
19. Exchange rates
The principal exchange rates
applied in the preparation of these financial statements were as
follows.
Average rate (per £)
|
2023
|
2022
|
US Dollar
|
1.24
|
1.24
|
Australian Dollar
|
1.87
|
1.78
|
Euro
|
1.15
|
1.17
|
Canadian Dollar
|
1.68
|
1.61
|
Chilean Peso
|
1,044.69
|
1,078.02
|
South African Rand
|
22.94
|
20.19
|
Brazilian Real
|
6.21
|
6.39
|
Chinese Yuan
|
8.81
|
8.30
|
Indian Rupee
|
102.66
|
97.06
|
Closing rate (per £)
|
|
|
US Dollar
|
1.28
|
1.21
|
Australian Dollar
|
1.87
|
1.77
|
Euro
|
1.15
|
1.13
|
Canadian Dollar
|
1.69
|
1.64
|
Chilean Peso
|
1,124.43
|
1,026.77
|
South African Rand
|
23.30
|
20.61
|
Brazilian Real
|
6.19
|
6.39
|
Chinese Yuan
|
9.06
|
8.34
|
Indian Rupee
|
105.96
|
100.05
|
The Group's operating profit before
adjusting items was denominated in the following
currencies.
|
2023
|
2022
|
|
£m
|
£m
|
US Dollar
|
165.6
|
192.8
|
Canadian Dollar
|
78.8
|
63.5
|
Australian Dollar
|
79.7
|
55.4
|
Chilean Peso
|
69.0
|
53.8
|
Euro
|
34.6
|
24.4
|
South African Rand
|
24.8
|
11.3
|
Brazilian Real
|
18.8
|
10.4
|
Chinese Yuan
|
11.0
|
10.3
|
Indian Rupee
|
6.8
|
7.1
|
UK Sterling
|
(34.4)
|
(34.9)
|
Other
|
4.1
|
0.7
|
Adjusted operating
profit
|
458.8
|
394.8
|
20. Events after the balance sheet date
The Group reduced its Revolving
Credit Facility from US$800m to US$600m in February 2024. There are
no further post balance sheet events requiring
disclosure.
Financial Calendar
Q1
2024 Interim Management Statement
25 April 2024
Annual General Meeting
25 April 2024
Ex-dividend date for final dividend
18 April 2024
Record date for final dividend
19 April 2024
Shareholders on the register at
this date will receive the dividend
Final dividend paid
31 May 2024