2001 Prelim Results

BAE SYSTEMS PLC 14 February 2002 Preliminary Announcement 2001 BAE SYSTEMS Profit before interest1 Earnings per share1 Dividend Operating Net debt Order book2 per share cash inflow £1.26bn 23.4p 9.0p £0.77bn £0.83bn £43.8bn Up 32.6% Up 24.5% Up 5.9% Down 59.3% Reduced by 7.6% Up 6.8% Overview of the year In 2001, we successfully delivered on our plans, despite significant changes in the marketplace, most notably following the terrorist attacks on 11 September. Profit before interest1 of £1.26bn was achieved on sales of £13.1bn. The order book increased 6.8% to £43.8bn. Our North America business is developing well with a strong trading performance, having integrated those businesses acquired in 2000. In our Programmes business, Eurofighter Typhoon made the important transition from development into production. Also the Nimrod programme has been stabilised following the major review announced in early 2001; an important milestone on this contract - electrical systems 'power on' - was achieved in December 2001. Good progress has been made during the year in securing major new business, in particular on Joint Strike Fighter (JSF), the Type 45 Destroyer and the Airbus A380 order book. In November 2001, we completed a review of our commercial aerospace activities following the significant decline in the market. As a result of this review, an exceptional cost of £400m was announced to cover the planned actions, which now draw a line under our exposure to the financial risks inherent in the regional aircraft market. Outlook Two factors previously identified will adversely impact performance in 2002. The completion of export construction contracts will lead to a reduction in activity in the Programmes business group and the downturn in the commercial aircraft market will result in a much reduced contribution from Airbus. These reductions will be partly mitigated by the overall improvement in performance in the other business groups. In 2003, an improved performance from defence activities and a maintained position at Airbus can be expected to result in a resumption of growth. Looking further ahead, the existing order book will deliver good growth in defence activity while prospects for Airbus remain excellent over the medium term. 1 before goodwill amortisation and exceptional items 2 including joint ventures and after the elimination of inter business group orders Commenting on these results: Sir Richard Evans, chairman, said '2001 has been a transitional year in the company's development. Despite difficult markets, we have delivered on our plans and we have reshaped our commercial aerospace activities to remove risk and focus on the future growth we see in the commercial jet market. 'We have also brought about a fundamental shift in our defence business to reflect the growing emphasis on systems and the importance of the US market.' John Weston, chief executive, added 'Since the early nineties, we have been pursuing a strategy to transform the company into a world-wide business with systems engineering at its heart. The progress in 2001 has secured that transformation. 'Our strategy of targeting growth in defence systems and customer support is working to good effect.' 2001 Preliminary results statement BAE SYSTEMS has changed fundamentally in the last three years. Following the merger between British Aerospace and Marconi Electronic Systems, acquisitions in North America and the formation of the Integrated Joint Airbus Company (Airbus SAS), we are well positioned to address current and future markets. The headway made over the last few years has resulted in BAE SYSTEMS being a more broadly based company with a better spread of business risk. Profit before interest1 for the year increased to £1.26bn from £0.95bn in 2000 on sales up 7.8% at £13.1bn. The review of the company's commercial aerospace activities following the 11 September terrorist attacks and the subsequent downturn in the commercial aerospace market resulted in an exceptional cost of £400m, of which £370m has been charged this year. Earnings per share1 for 2001 is up 24.5% to 23.4p compared to 2000. The Board is recommending a final dividend of 5.5p per share, bringing the total dividend for the year to 9.0p. At this level, the annual dividend is covered 2.6 times by earnings1. At year end, net debt was in line with plan at £0.83bn (2000 £0.90bn). This reflects good underlying cash generation in the company, after taking into account expenditure on restructuring and cash outflows associated with the Nimrod programme. Year end net debt represents just 12.5% (2000 12.9%) of shareholders' funds, with interest cover1 standing at 7.1 times (2000 10.4 times). In 2001 BAE SYSTEMS, in partnership with Lockheed Martin and Northrop Grumman, won the US Department of Defense (DoD) competition for the JSF programme - the world's largest ever defence programme, with a combined US and UK requirement for some 3,000 aircraft, before exports. JSF is potentially worth in excess of £14bn to BAE SYSTEMS and it will provide substantial workload and value over many years with the first development aircraft expected to fly in 2005. Our position as one of the DoD top suppliers has been enhanced by the successful integration of the four North American acquisitions we made in 2000. The two larger acquisitions, the former Lockheed Martin controls and electronic warfare businesses, have made a major contribution to the company's position in airborne electronic systems. These businesses have already delivered trading performances ahead of initial expectations. A number of challenges, most notably the events of 11 September, have resulted in a sharp deterioration in the commercial aircraft market. This will have a significant impact on our civil aerospace activities and will delay the resumption of growth in the performance of the company in 2002 that we previously envisaged. The outlook for our defence businesses remains good with a number of important new programmes set to contribute to our profitability. The impact of the consequences of 11 September has been more severe for our commercial aircraft business, and in November 2001 we announced an exceptional cost of £400m (of which £370m has been charged in 2001) to cover the planned rationalisation actions. The company regrettably concluded that in this deteriorating market environment regional jet production is no longer viable. Consequently, the RJ and RJX regional jet programmes have been closed at an estimated direct cost of £250m. A further £120m has been charged in 2001 for the related restructuring of our other commercial aerospace activities. Further costs amounting to £30m are expected to be charged in 2002. 2001 was an important year for our European relationships. We completed the restructuring of Airbus, MBDA and AMS which significantly strengthens these businesses. Airbus SAS has already demonstrated its capability to perform with a strong operating performance in 2001 being achieved after investment of some Euro1.8bn in future programmes. The current market difficulties are a near term concern but some recovery has already been apparent in the early part of 2002 and the outlook for Airbus over the medium term is excellent. Despite the cyclical downturn, order book for the Airbus A380 continues to grow with 85 firm orders for the aircraft by the year end. The Nimrod maritime patrol aircraft has been a difficult programme and a significant contract loss was announced in January 2001. During the year, the programme has stabilised in line with plan. An important programme milestone - electrical systems 'power on' - was achieved in December 2001. Although challenges remain we are confident that an outstandingly capable system will be delivered to the customer. Eurofighter Typhoon entered an important phase with the start of production. The programme is of major significance to our UK based Avionics business, which is responsible for supplying the Captor radar and the defensive aids sub-system ('DASS') - both high value systems at the heart of Eurofighter Typhoon. Deliveries of these and other equipment will be an important source of growth and will result in the continued strong performance of the Avionics business. Significant progress was made in 2001 towards the launch of the first Airbus military aircraft programme, the A400M. This is a military transport aircraft to be supplied to eight European Governments. In total, 196 aircraft are required under contracts valued at some Euro18bn the first to be delivered in 2008. It will be a valuable addition to the Airbus portfolio of activities especially at the low points in the commercial aircraft cycle. 1 before goodwill amortisation and exceptional items Summarised profit and loss account for the year ended 31 December Restated2 2001 2000 £m £m Sales 13,138 12,185 Operating profit1 956 807 Share of operating profit of joint ventures1 304 143 Profit before interest1 1,260 950 Net interest (177) (91) Profit before tax, goodwill amortisation and exceptional items 1,083 859 Profit before tax 70 179 Tax (198) (198) Minority interests (6) (6) Loss for the year (134) (25) Basic and diluted earnings per share1 23.4p 18.8p Dividend per share 9.0p 8.5p Segmental analysis for the year ended 31 December Sales Profit/(loss) Restated3 2001 2000 2001 2000 £m £m £m £m Programmes 2,310 2,430 138 3 Customer Solutions & Support 2,042 1,844 414 434 International Partnerships 1,816 1,858 102 117 Avionics 1,027 1,133 109 107 North America 2,577 1,674 250 165 Operations 1,277 1,331 39 (33) Commercial Aerospace 3,021 2,868 220 149 Centre 28 47 (12) 8 14,098 13,185 1,260 950 Less: intra-group (960) (1,000) Net interest (177) (91) 1,083 859 Goodwill amortisation, including joint ventures (495) (373) Exceptional items (note 3) (518) (307) 13,138 12,185 70 179 1 before goodwill amortisation and exceptional items 2 as restated - see note 8 3 as restated - see note 9 Review of operations Programmes 2001 2000 Order book £10.0bn £10.1bn Sales £2.3bn £2.4bn Profit1 £138m £3m Number of employees 12,400 13,100 As expected, reduced aircraft deliveries and export construction activities have influenced the results of our Programmes business group with profit1 of £138m (2000 £3m) on lower sales of £2.3bn (2000 £2.4bn). First flight of the production-standard Eurofighter Typhoon is scheduled for early 2002, leading towards customer acceptance in the second half of 2002. 46 Hawk aircraft and airframes were delivered during the year, 6 less than in 2000. Hawk remains an important element of the Programmes marketing campaign, including prospects for the selection of Hawk as the UK MoD's fast jet solution to its Military Flying Training Systems requirement. The largest of our naval programmes have had a successful year. In particular, the UK Government committed to a further three Type 45 Destroyers in July 2001. The design and build of Astute, the UK's next generation nuclear-powered attack submarine programme, continues to make progress. As previously indicated Programmes profit contribution is expected to reduce in 2002. With several programmes progressing into production over the coming years, and significant overhead reductions achieved this year, a good medium-term outlook is anticipated with significant sales growth by 2004. Customer Solutions & Support 2001 2000 Order book £2.6bn £2.8bn Sales £2.0bn £1.8bn Profit1 £414m £434m Number of employees 8,900 8,700 Activity on the Al Yamamah programme progressed as planned with the programme continuing to offer support services and training. The business has benefited this year from higher spares activity on aircraft in service. During 2001, the first orders for 10-year Integrated Platform Support have been received from the UK MoD. These cover Tornado support for avionics equipment and for structural repairs. Major investments are being made in information technology and our support infrastructure to deliver these Integrated Platform solutions across all the sectors in which we operate. Bidding activity across all sectors is high and a number of major prospects will reach the next decision phase in 2002. Most notable of these are Private Finance Initiatives such as for the Future Strategic Tanker Aircraft. With our joint venture partners we are also bidding for a 10-year extension of our existing contract to run the Portsmouth Naval Base repair facility. International Partnerships 2001 2000 Order book £5.6bn £6.3bn Sales £1.8bn £1.9bn Profit1 £102m £117m Number of employees2 16,500 18,300 The result for the year reflected a poor performance by Astrium - our space joint venture with EADS - in which we have a 27.5% economic interest. Astrium, operating in a challenging commercial satellite market, reported an operating loss for the year. Actions are in hand to address this performance shortfall. A significant achievement during the year was the completion of the restructuring of our existing joint venture interests in Matra BAe Dynamics and AMS to form MBDA and a reconstituted AMS. This has positioned us well to grow and compete in the major global markets in which these businesses operate. A rationalisation programme is underway following this restructuring. MBDA has been outstandingly successful in building an order book that stood at £7.4bn at the end of 2001. The performance of this business is expected to improve as this order book moves from development to production. Saab AB, in which BAE SYSTEMS holds a 35% interest, performed in line with our expectations. The synergies associated with the Celsius acquisition were delivered and a strong order book maintained. The outlook for Saab's defence-related activities remains positive. Avionics 2001 2000 Order book £2.9bn £2.8bn Sales £1.0bn £1.1bn Profit1 £109m £107m Number of employees 10,300 11,400 Eurofighter Typhoon equipment deliveries were weighted towards the end of the year and were a driver behind this second half improvement. Our delivery rate on Captor radars for Eurofighter Typhoon will accelerate through 2002. Significant additional Eurofighter Typhoon work was secured during the year with the award of an order worth over £300m for the first tranche of the defensive aids sub- system (DASS). 2002 offers further opportunities to grow the order book with participation in major programmes such as JSF. During the year, a contract in excess of AUS$300m (£100m) was awarded to BAE SYSTEMS Australia for an Airborne Early Warning and Control System. Good progress has been made in aligning technology capabilities between our UK and Australian operations and a rationalisation programme has been undertaken to maximise cost efficiency. North America 2001 2000 Order book £2.4bn £2.4bn Sales £2.6bn £1.7bn Profit1 £250m £165m Number of employees 20,900 23,000 Integration of Control Systems and Aerospace Electronic Systems (AES), has been completed, and non-core activities were successfully divested during 2001. The award of the JSF contract in October 2001 was an important milestone for our North America business, which has been selected as a major supplier of systems and equipment on the programme. In the US, in addition to the JSF programme, it is a major sub-system contractor on the F-22 and F/A-18E/F. The company also has substantial involvement in many aircraft in service with the US armed forces, including the F-15, F-16, AV-8B and AH-64. In addition, major contracts have been received following Pentagon approval to commence low-rate initial production of the F-22 fighter. These decisions secure significant long-term work and extend the long list of military aircraft programmes on which BAE SYSTEMS participates in the US and Europe. Operations 2001 2000 Order book £3.8bn £4.6bn Sales £1.3bn £1.3bn Profit/(loss) 1 £39m £(33)m Number of employees 13,800 15,300 Our Operations business group has continued the recovery in profitability reported at the half year. In line with our plans, full year results have moved to a profit1 of £39m from a loss of £33m in 2000. Activity on the contract to supply three Offshore Patrol Vessels to Brunei is progressing well with the first of class having successfully completed sea trials in December. The Auxiliary Oiler programme has been difficult and a delay of six months was encountered during 2001. The programme has now stabilised and acceptance of the two ships are planned during the first half of 2002. The Landing Platform Dock programme has also presented some technical challenges and much effort is being put into meeting the acceptance of the first ship for the second half of 2002 in line with the customer's requirements. RO Defence has performed well during the year and a long-term agreement with the UK MoD for the supply of explosives and ammunition provides a strong base. Development of the M777 Lightweight Field Howitzer for the US Armed Forces is progressing well. Commercial Aerospace 2001 2000 Order book £20.1bn £16.1bn Sales £3.0bn £2.9bn Profit1 £220m £149m Number of employees2 11,900 10,900 The Commercial Aerospace results reflect the strong performance of Airbus SAS, with our 20% interest contributing sales in 2001 of £2.6bn from deliveries of 325 aircraft. Airbus SAS took firm orders for 375 aircraft before cancellations of 101 aircraft. The market for large commercial jets weakened considerably after 11 September with a number of airlines choosing to defer deliveries. As a consequence the production plans have been revised downwards with deliveries of around 300 aircraft now anticipated for 2002. Market interest in the 550-650-seat A380 airliner family has been intense since its launch, with firm orders for 85 aircraft at year end. The A380 is expected to enter service in 2006. BAE SYSTEMS Aircraft Services Group (ASG) has been affected very significantly by the commercial aerospace market downturn and a rationalisation programme was announced in November 2001, which included the cessation of regional jet production. The measures announced draw a line under the company's exposure to regional jet manufacturing and the financial risks inherent in the regional aircraft market. ASG's focus in the future is primarily in providing full support for all our in-service regional aircraft. 1 before goodwill amortisation and exceptional items 2 including share of joint venture employees Consolidated profit and loss account for the year ended 31 December Restated1 Total Total Notes 2001 2001 2000 2000 £m £m £m £m Sales 13,138 12,185 Less: adjustment for share of joint venture sales (4,097) (2,539) Turnover 9,041 9,646 Operating costs Excluding goodwill amortisation and exceptional items (8,085) (8,839) Goodwill amortisation (397) (330) Exceptional items 3 (136) (288) (8,618) (9,457) Operating profit 423 189 Share of operating profit of joint ventures Excluding goodwill amortisation and exceptional items 304 143 Goodwill amortisation (98) (43) Exceptional items 3 (12) (19) 194 81 617 270 Non-operating exceptional item Cessation/reorganisation of commercial aerospace activities 3 (370) - Profit before interest 247 270 Excluding goodwill amortisation and exceptional items 1,260 950 Goodwill amortisation (495) (373) Exceptional items (518) (307) Interest Net interest (174) (114) Share of net interest of joint ventures (3) 23 (177) (91) Profit on ordinary activities before taxation 70 179 Tax Tax on profit excluding exceptional items (346) (270) Tax on exceptional items 148 72 (198) (198) Loss on ordinary activities after taxation (128) (19) Equity minority interests (6) (6) Loss for the financial year (134) (25) Dividends 5 Equity: ordinary shares (275) (257) Non-equity: preference shares (21) (21) (296) (278) Retained loss (430) (303) Basic and diluted earnings per share Including goodwill amortisation and exceptional items (5.1)p (1.5)p Excluding goodwill amortisation and exceptional items 23.4p 18.8p 1 see note 8 The results for 2001 and 2000 arise from continuing activities. Consolidated balance sheet as at 31 December Restated1 2001 2000 £m £m Fixed assets Intangible assets 6,909 7,274 Tangible assets 1,776 2,356 Investments Share of gross assets of joint ventures 7,248 5,676 Share of gross liabilities of joint ventures (5,826) (4,988) Share of joint ventures 1,422 688 Others 35 40 1,457 728 10,142 10,358 Current assets Stocks 1,046 1,536 Debtors due within one year 2,633 2,210 Debtors due after one year 811 637 Investments 1,069 1,159 Cash at bank and in hand 1,505 1,475 7,064 7,017 Liabilities falling due within one year Loans and overdrafts (1,256) (2,397) Creditors (5,281) (4,743) (6,537) (7,140) Net current assets/(liabilities) 527 (123) Total assets less current liabilities 10,669 10,235 Liabilities falling due after one year Loans (2,119) (1,063) Creditors (611) (619) (2,730) (1,682) Provisions for liabilities and charges (1,281) (1,476) 6,658 7,077 Capital and reserves Called up share capital 143 143 Share premium account 374 341 Statutory reserve 202 202 Other reserves 5,438 5,440 Profit and loss account 481 851 Shareholders' funds Equity: ordinary shares 6,372 6,711 Non-equity: preference shares 266 266 6,638 6,977 Equity minority interests 20 100 6,658 7,077 1 see note 8 Consolidated cash flow for the year ended 31 December 2001 2000 £m £m Net cash inflow from operating activities Operating profit 423 189 Depreciation, amortisation and impairment 636 639 Profit on disposal of fixed assets and investments (42) (29) Movement in provisions for liabilities and charges excluding deferred tax (207) (215) (Increase)/decrease in working capital Stocks (340) 47 Debtors (716) 1,620 Creditors 612 (580) Customer stage payments 405 223 771 1,894 Cash flow statement Net cash inflow from operating activities 771 1,894 Dividends from joint ventures 19 18 Returns on investments and servicing of finance (210) (97) Taxation (94) (59) Capital expenditure and financial investment (359) (283) Acquisitions and disposals Acquisitions - (1,605) Disposal of subsidiary undertakings and joint ventures 135 115 Equity dividends paid (266) (202) Net cash outflow before financing and management of liquid resources (4) (219) Management of liquid resources 162 497 Financing 495 (123) Net increase in cash available on demand 653 155 Reconciliation of net cash flow to net movement in net funds Net increase in cash available on demand 653 155 Net decrease in liquid resources (162) (497) (Increase)/decrease in other loans included within net funds (465) 194 Change in net funds from cash flows 26 (148) Other non cash movements (1) 48 Net increase/(decrease) in net funds 25 (100) Net funds at 1 January (826) (726) Net funds at 31 December (Note 7) (801) (826) Reconciliation to movement in net debt as defined by the group Net increase/(decrease) in net funds 25 (100) Decrease in cash on customers' account 43 26 Net movement for the year 68 (74) Statement of total recognised gains and losses for the year ended 31 December Restated1 2001 2000 £m £m (Loss)/profit for the financial year Group, excluding joint ventures (200) (103) Joint ventures 66 78 Total loss for the financial year (134) (25) Currency translation on foreign currency net investments - subsidiaries 61 (28) Currency translation on foreign currency net investments - joint ventures (10) 8 Goodwill on disposal of Flight Simulation and Training Inc. 18 - Impairment of land and buildings - (14) Other recognised gains and losses relating to the year (net) 69 (34) Total recognised gains and losses relating to the year (65) (59) Prior year adjustment in respect of the adoption of FRS 19 (see note 8) (175) Total recognised gains and losses (240) Reconciliation of movements in shareholders' funds for the year ended 31 December Restated1 2001 2000 £m £m Loss for the financial year (134) (25) Dividends (296) (278) (430) (303) Issuance of shares to QUEST 18 17 Exercise of share options, warrants and dividend scrip issue 4 100 Other recognised gains and losses (net) 69 (34) Net decrease in shareholders' funds (339) (220) Opening shareholders' funds (restated) 6,977 7,197 Closing shareholders' funds 6,638 6,977 1 see note 8 Notes to the preliminary results 1 Fixed asset investments Airbus SAS Airbus SAS was formed with effect from 1 January 2001. This involved the contribution by the previous Airbus Industrie GIE (AI) partners, BAE SYSTEMS and European Aeronautic Defence and Space Company (EADS), of their wholly owned Airbus operations together with AI itself. BAE SYSTEMS holds a 20% interest in the new company, with EADS holding the balance. The group's interest is accounted for as a joint venture as unanimous approval by the shareholders is required on key operational and financial matters. The transaction has been accounted for as an exchange of interests, reflecting its economic substance, with the group exchanging its wholly owned Airbus operation in return for a 20% interest in the enlarged entity. Provisional fair value adjustments have been applied to operations not previously recorded within the BAE SYSTEMS group. The only material fair value adjustment made in 2001 relates to the forward foreign exchange contracts held by the former EADS Airbus operations. These commitments have been revalued by the group based on arm's length market prices prevailing for such contracts as at the date of formation. Goodwill amounting to £991m has arisen on this transaction. Restructuring of MBDA and AMS On 18 December 2001 the group completed an exchange of interests with EADS and Finnmeccanica to enlarge the jointly owned missile business MBDA. Matra BAe Dynamics (MBD), the group's previous joint venture with EADS, and the missiles business of Alenia Marconi Systems, the group's previous joint venture with Finnmeccanica, have been pooled with AMM, the missiles business previously owned by EADS together with a cash injection from Finnmeccanica to form the enlarged MBDA. The goodwill previously recognised by the group related to MBD and the missiles business of Alenia Marconi Systems, is now reflected in the goodwill attributed to the group's interest in MBDA. As part of this exchange the group pooled its previously wholly owned Combat & Radar Systems (C&RS) business with the non-missiles business within its Alenia Marconi Systems joint venture with Finnmeccanica to form the enlarged AMS business. The economic substance of these transactions is that the group is exchanging its 50% share in MBD, its 50% share in Alenia Marconi Systems and its investment in C&RS for a 37.5% interest in MBDA and a 50% interest in AMS. Accordingly, the group has accounted for this transaction as an exchange of interests, with provisional fair values attached to the AMM business which was not previously part of the group. The result of these transactions is a net decrease in goodwill of £36m. Control Systems and Aerospace Electronics Systems (AES) businesses - fair value amendments The group acquired two former Lockheed Martin businesses during 2000 - the Control Systems business on 25 September and the AES business on 27 November. Provisional fair values were assigned in the 2000 accounts to the net assets acquired. These have been reviewed during 2001 with amendments made to finalise the fair values. The main amendments concern provisions where amounts were included as provisional fair values in respect of contract risks, onerous contracts and other commitments. These have been updated to reflect the conditions more accurately as at the date of acquisition based on the information and knowledge which has subsequently come to light during the review in 2001. The net effect is an increase in goodwill of £123m. 2 Disposals Business disposals In April 2001 the group disposed of its Flight Simulation and Training business based in Tampa, Florida to CAE, Toronto, Canada, for a cash consideration of US$75m (£53m). In April 2001 the group disposed of its 54% interest in BAE SYSTEMS Canada Inc. to ONCAP for a cash consideration of Can$310m (£138m). In June 2001 the group disposed of its 50% interest in its US joint venture, LH Systems, to Leica Geosystems for a cash consideration of US$15m (£11m). In September 2001, the group's partner in the Thomson Marconi Sonar (TMS) joint venture, Thales, exercised its option to purchase the group's 49.9% holding in TMS for a cash consideration of Euro85m (£53m). Net cash inflow on business disposals (after accounting for cash retained in those businesses of £120m) amounted to £135m in the year (2000 £115m). 3 Exceptional items 2001 2000 £m £m Operating exceptional items Prior year rationalisation programmes (95) (156) BAe/MES integration costs (53) (151) (148) (307) Non-operating exceptional item Cessation/reorganisation of commercial aerospace activities (370) - Exceptional loss included within profit before interest and tax (518) (307) Prior year rationalisation programmes Rationalisation programmes were initiated in 1999 and 2000 in response to capacity excesses across a number of business groups. The total costs associated with these programmes were estimated at the time of the respective announcements at £475m. To date costs of £449m have been recorded as exceptional charges. The profit and loss impact in 2001 has been a charge of £95m (2000 £156m), before a tax credit of £25m (2000 £35m). The net cash outflow in 2001 amounted to £89m (2000 £143m), before taking into account the cash benefits of tax relief. BAe/MES integration costs Following the merger of BAe and MES on 29 November 1999 the group embarked on a process of integrating the businesses within the enlarged organisation. Costs in 2001 associated with this process amounted to £53m (2000 £151m) before a tax credit of £12m (2000 £37m). The net cash outflow in 2001 amounted to £53m (2000 £141m), before taking into account the cash benefits of tax relief. Cessation/reorganisation of commercial aerospace activities As a result of the group's review of its commercial aerospace activities the group has decided to close its regional jet manufacturing operations and reorganise certain other commercial aerospace activities at a cost of £400m. The anticipated costs in respect of the closure relate primarily to the cessation of RJ/RJX assembly and are estimated to total £250m before a tax credit of £75m. The associated net cash outflow in 2001 amounted to £2m. A further £120m has been charged in 2001 for the related restructuring of other commercial aerospace activities, before a tax credit of £36m. The associated net cash outflow in 2001 amounted to £nil. The remaining £30m exceptional item is expected to be charged in 2002. 4 Commercial aircraft financing The group provides guarantees in respect of residual values or head lease and finance payments in respect of certain commercial aircraft sold. The group's gross exposure in respect of these arrangements was £3,379m at 31 December 2001. To reduce its exposure from these guarantees, in 1998 the group entered into a Financial Risk Insurance Programme (FRIP) which, subject to a first loss borne by the company in respect of potential shortfalls in contracted and expected income, provides insurance cover from a syndicate of leading insurance companies. This covers a significant proportion of the group's exposure existing at the commencement of the insurance period, including those aircraft where the group has provided residual value guarantees. Full provision has been made to cover the first loss on a net present value basis. Since commencing the FRIP, the group has sold further aircraft with residual value guarantees which start to mature in 2005. Included within the gross exposure above, the group had given uninsured residual value guarantees for 49 aircraft at 31 December 2001 (2000 40 aircraft), totalling some £357m (2000 £268m). The directors consider that the group's exposure to these guarantees is covered by the residual values of the related aircraft. The group is also exposed to actual and contingent liabilities arising from commercial aircraft financing and residual value guarantees given by its joint venture partners, Saab AB and Airbus SAS. Where these partners are exposed to financial risks from aircraft financing and residual value guarantees, provision is made against the expected net exposure on a net present value basis, after taking into account the expected future sub-lease income and residual values of the aircraft. The group's exposure is limited to its respective shareholding in each of these joint ventures and is reported within its share of gross liabilities of joint ventures. Further, Saab AB also has a Financial Risk Insurance Programme similar in nature to that previously implemented by BAE SYSTEMS. This programme covers the majority of the Saab aircraft and in consequence significantly reduces the risk of potential future liabilities in that company. 5 Dividends The Directors propose a final dividend of 5.5p per ordinary share which, with the interim dividend, makes a total dividend of 9.0p per ordinary share for the year (2000 8.5p). The dividend will be paid on 5 June 2002 to shareholders registered on 19 April 2002. The ex-dividend date will be 17 April 2002. Shareholders who do not at present participate in the company's Dividend Reinvestment Plan and wish to receive the final dividend in shares rather than cash should complete a mandate form for the Dividend Reinvestment Plan and return it to the company's registrars no later than 10 May 2002. 6 Annual General Meeting This year's Annual General Meeting will be held on 3 May 2002. A resolution will be put to shareholders at the meeting to renew the authority to make market purchases of the company's shares up to a maximum of 10 per cent of the share capital of the company. Further details of the resolution will be included in the notice of Annual General Meeting that will be sent to shareholders at the end of March 2002. 7 Net debt The company's net debt position comprises: 2001 2000 £m £m Current assets Current asset investments 1,069 1,159 Cash at bank and in hand 1,505 1,475 Current liabilities Loans and overdrafts (1,256) (2,397) Liabilities falling due after one year Loans (2,119) (1,063) Net funds (801) (826) Cash on customers' account (30) (73) Net debt (831) (899) 8 Prior year adjustment FRS 19 - Deferred Tax has been adopted in these accounts for the first time. Comparative tax numbers have been restated, resulting in a net reduction in net assets of £175m. 9 Presentation of sales In prior years, sales to joint ventures were eliminated in full before the presentation of sales by business group. As a result of the formation of Airbus SAS the directors have reconsidered this presentation and have determined a more appropriate treatment is, at business group level, to eliminate only the sales to JVs within the respective business group. Sales to JVs within other business groups are included in the intra group sales adjustment. Comparative figures have been restated accordingly. 10 FRS 17 - Post retirement benefit schemes The group intends to adopt FRS 17 fully in 2003. Had it been adopted in 2001 a shortfall of post retirement pension and healthcare assets over the respective liabilities amounting to £776m would have been recognised, £84m of which relates to healthcare schemes and is already provided for. Of the balance, £380m is covered by existing cash commitments to cover known deficits. The balance of the deficit under FRS 17, representing just 3.3% of assets under management, has been assessed at a time when equity markets are fairly lowly valued. FRS 17 would not have resulted in any significant change to 2001 earnings. 11 Other information The financial information for the years ended 31 December 2001 and 31 December 2000 contained in this preliminary announcement was approved by the Board on 13 February 2002. This announcement does not constitute statutory accounts of the company within the meaning of section 240 of the Companies Act 1985. Statutory accounts for the year ended 31 December 2000 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31 December 2001 will be delivered to the Registrar of Companies following the company's Annual General Meeting. The auditors have reported on both these sets of accounts. Their reports were not qualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. BAE SYSTEMS plc Registered office: 6 Carlton Gardens, London SW1Y 5AD Telephone 01252 373232 www.baesystems.com This information is provided by RNS The company news service from the London Stock Exchange

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