Trustee’s Report and Financial Statements · Trustee’s Report and Financial Statements ... This...

Trustee’s Report and Financial Statements

for the Year ended 31 March 2014

Metal Box Pension Trustees Limited

(Pension Schemes Registry Number 10000024)

The Metal Box Pension Scheme Trustee’s Report and Accounts for the year to 31 March 2014

of 51 C:\Users\AstonC\Desktop\MBPS Report Accounts - 31 March 2014 - FINAL.docx

The Metal Box Pension Scheme

Trustee’s Report and Financial Statements for the year ended 31 March 2014 Contents Page Trustees and Advisers 3 Trustee’s Report 6 Investment Report 17 Schedule of Contributions 25 Actuarial Certificate of Schedule of Contributions 27 Certificate of Technical Provisions 28 Summary Funding Statement 29 Independent Auditors’ Report 31 Fund Account 32 Net Assets Statement 33 Notes to the financial statements 34 Independent Auditors’ Statement about Contributions 48 Summary of Contributions payable for the year ended 31 March 2014 49 Members’ Information 50 Ten Years’ Statistical Summary 51



Trustees and Advisers for the year ended 31 March 2014 Corporate Trustee:- Metal Box Pension Trustees Limited Employer nominated Directors

T Cartwright (Chairman) (34 years) Consultant

P W Browett (24 years) VP and Treasurer, CROWN Europe

T A Kelly (21 years) Senior Vice President and Chief Financial Officer, Crown Holdings, USA (resigned 1 March 2014)

H Lomax (27 years) Retired (appointed 1 March 2014)

J Riley (24 years) Director of Engineering, CROWN Food Packaging, Baltimore, USA

Member-nominated Directors

M P Davis (36 years) European Supply Chain Projects Manager (resigned 30 June 2014)

D M Powell (35 years) Pensioner, UK

R Westcott (20 years) Head of Methods & Standards, Europe

(appointed 1 July 2014) (Figures in brackets represent years of Group Service)

Independent Trustee:- The Law Debenture Pension Trust Corporation plc Fifth Floor, 100 Wood Street, London EC2V 7EX Secretary to the Trustee:- C R Aston UK Pensions Manager, c/o Equiniti Paymaster, 4 The Triangle, Wildwood Drive,

Worcester, WR5 2QX Pension Administration Services provider:-

Equiniti Paymaster Sutherland House, Russell Way, Crawley RH10 1UH

Scheme Actuary:- M J Pardoe, Fellow of the Institute and Faculty of Actuaries

Towers Watson Limited, London Road, Reigate RH2 9PQ Consulting Actuaries:- Towers Watson Limited Watson House, London Road, Reigate RH2 9PQ Employer Covenant Adviser:- KPMG LLP, 100 Temple Street, Bristol, BS1 6AG Independent Auditors:- PricewaterhouseCoopers LLP Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT Legal Adviser:- Mayer Brown International LLP 201 Bishopsgate, London EC2M 3AF Investment Managers:- Alinda Capital Partners 100 West Putnam Avenue, Greenwich, CT 06830, USA

Aviva Investors Jersey Unit Trusts Management Limited Lime Grove House, Green Street, St. Helier, Jersey, JE1 2ST

BlackRock, Inc 12 Throgmorton Avenue, London, EC2N 2DL, UK



Investment Managers (cont…):- Brandywine Global Investment Management LLC 2959 Arch St, Philadelphia, PA 19104, USA

Brevan Howard Asset Management LLP

55 Baker Street, London W1U 8EW, UK

Bridgewater Associates Inc. 1 Glendinning Place, Westport, CT 06880, USA

Cantab Capital Partners LLP (Appointed 1 May 2013) City House, 126-130, Hills Road, Cambridge, CB2 1RE

Cedar Rock Capital Limited 110 Wigmore Street, London W1U 3RW, UK

Davis Advisors

2949 East Elvira Road, Suite 101, Tucson, AZ 85756, USA

FLAG Capital management LLC (Squadron) 1266 East Main Street, 5

th Floor, Stamford, Connecticut 06902

Franklin Templeton Investments 1-11 John Adam Street, London, WC2N 6HT, UK

Fulcrum Asset Management LLP (Appointed 30 September 2013) 6 Chesterfield Gardens, London, W1J 5BQ Genesis Investment Management LLP 21 Grosvenor Place, London, SW1X 7HU, UK

Goldman Sachs Asset Management

Rivercourt, 120 Fleet Street, London, EC4A 2BD

Goldman Sachs Infrastructure Partners 200 West Street, New York, NY 10282, USA

Henderson Global Investors

201 Bishopsgate, London EC2M 3AE, UK

Ivory Investment Management LP

777 Third Avenue, 25

th Floor, New York, NY 10017, USA

Lansdowne Partners Limited

15 Davies Street, London W1K 3AG

Legal & General Investment Management Limited

1 Coleman Street, London EC2R 5AA

Loomis, Sayles & Company, L.P

1 Financial Center, Boston, MA 02111, USA

MatlinPatterson Global Advisors LLC 520 Madison Avenue, New York 10022, USA

Maverick Fund Limited (Terminated 1 October 2013)

300 Crescent Court, 18th Floor, Dallas, TX 75201, USA

Nephila Capital Limited

Victoria Place, 3rd Floor West, 31 Victoria Street, Hamilton HM 10, Bermuda

Odey Asset Management LLP (Terminated 15 April 2013)

12 Upper Grosvenor Street, London W1K 2

ND, UK

Och-Ziff Capital Management

40 Argyll Street, London, W1F 7EB, UK

Paul Capital Partners IX, L.P.

575 Market Street, Suite 2500, San Francisco, CA 94105

PIMCO

11 Baker Street, London, W1U 3AH, UK



Investment Managers (cont…):- Prologis (Terminated 30 September 2013) 34-38 Avenue de la Liberte, L-1930 Luxembourg, Luxembourg

Rogge Global Partners

Sion Hall, 56 Victoria Embankment, London EC4Y 0DZ, UK

Sankaty Advisors, LLC John Hancock Tower, 200 Clarendon Street, Boston, MA 02116, USA Southeastern Asset Management Inc

Suite 900, 6410 Poplar Avenue, Memphis, TN 38119, USA

Standard Life Assurance Limited Standard Life House, 30 Lothian Road, Edinburgh, EH1 2DH

Standard Life Investments Limited

Ogier House, The Esplanade, St Helier, Jersey, JE4 9WG

Stone Harbor Investment Partners (UK), LLP 48 Dover Street, London, W1S 4FF

Sun Capital Partners V, LP 5200 Town Center Circle, Suite 600 Boca Raton, Florida, FL 33486, USA The TCW Group, Inc (Appointed 31 July 2013) 865 S Figueroa Street, Los Angeles, California 90017, USA

Global Custodian:- The Northern Trust Company 50 Bank Street, Canary Wharf, London E14 5NT Investment Advisers:- Towers Watson Limited Watson House, London Road, Reigate RH2 9PQ Banker:- Lloyds Banking Group City Office, 1

st Floor, 25 Gresham Street, London EC2V 7HW

Scheme Advisers

There are written agreements in place between the Trustee and each of the Scheme advisers listed above.

Review of Professional Advisors

The Trustee has a formal policy for reviewing its advisors. During the year to 31 March 2014, reviews of the actuarial adviser, medical advice, administration, custodian, covenant adviser, legal adviser, audit and communication services have taken place. No changes were required as a result of these reviews. Principal Company and participating companies

The Principal Company is CarnaudMetalbox Group UK Limited (the Company). Crown Aerosols UK Limited, Crown Packaging UK Plc, Crown Packaging Commercial UK Limited, Crown Speciality Packaging UK Limited and CarnaudMetalbox Engineering Limited were participating companies during the year. The addresses of the above companies are available on request from the Scheme Secretary.



Trustee’s Report for the year ended 31 March 2014 Introduction

The Directors of Metal Box Pension Trustees Limited are pleased to present their annual report, together with the investment report, latest schedule of contributions, actuarial certificates, summary funding statement, summary of contributions, members information, ten year statistical summary and financial statements for the year ended 31 March 2014. This report contains important information about the financial position, administration and stewardship of the Scheme. It satisfies the legal obligations placed upon trustees and companies who operate pension arrangements and, therefore, contains certain statutory information. Related documentation is also available on request from Equiniti Paymaster, at the address shown on page 50. This includes the Trust Deed and Rules, the Memorandum and Articles of Association of Metal Box Pension Trustees Limited, the most recent Actuarial Valuation report, Statement of Investment Principles, Statement of Funding Principles and the Recovery Plan. Constitution of the Scheme The Scheme offers both defined benefit and defined contribution benefits to the staff of CarnaudMetalbox Group UK Limited, CROWN Aerosols UK Limited, CROWN Packaging UK Plc, CROWN Packaging Commercial UK Limited, CROWN Speciality Packaging UK Limited and CarnaudMetalbox Engineering Limited. The Defined Benefit Section of the Scheme is closed to new entrants. The Defined Contribution Section of the Scheme is open to all employees of the above companies who meet the entry requirements of the Scheme. The Scheme is governed by a Trust Deed, dated 30 March 1929, with attaching Rules which have been amended by subsequent Deeds of Variation. The Scheme is a registered pension scheme under the Finance Act 2004. The employments of Members of the Defined Benefit Section are contracted-out of the State Second Pension (S2P) on a Reference Scheme basis under a ‘Contracting-out’ Certificate issued to the Principal Company by the Contributions Agency. A separate scheme, called The Metal Box AVC Plan, is available to members of the Defined Benefit Section who wish to pay additional voluntary contributions. Changes to the Rules of the Scheme

The Rules of the Scheme have been amended during the year to enable the DC Section to be used as a Qualifying Scheme for Automatic Enrolment purposes and to facilitate retirement transfer options. Pensions Legislation There were no legislative changes affecting the Scheme during the year. Corporate Trustee With effect from 1 October 1979, Metal Box Pension Trustees Limited, a Corporate Trustee Company wholly owned by the Principal Company, was appointed to act as the Trustee of the Scheme. The Trustee is responsible for the administration and investment policy of the Scheme. The Directors meet quarterly to review the Administration and Management of the Scheme and to receive reports and assessments presented by the Administrator, the Investment Committee and the Scheme’s Professional Advisers. When necessary, additional meetings are convened, which focus on specific issues that are usually of a non-recurring nature. Any decisions taken by the Directors at these meetings are decided by a majority of votes. In the case of an equality of votes, the Chairman has a second or casting vote. The Principal Company, CarnaudMetalbox Group UK Limited, has the power of appointing and removing the Chairman and Directors of the Trustee Board, which currently comprises four Management-nominated Directors and two Member-nominated Directors. The names of the current Directors are shown on page 3 of this report. Apart from Mr Kelly and Mr Lomax, all the Directors holding office during the year were Members of the Scheme. Under the provisions of the Pensions Act 2004, all active and pensioner members of occupational pension schemes are entitled to nominate one third of the Trustees, or Directors in the case of a corporate trustee, of their scheme. One



Member-nominated Director (MND) is appointed from the Contributing Members of the Scheme, and one MND is appointed from the Pensioner Members. The MND policy is available on request from the Scheme Secretary. MND’s are appointed for a three year term. David Powell’s period of office will expire on 31 March 2015. A nomination and selection process for the next 3 year term will be held in due course. Mike Davis’s period of office was due to expire on 30 June 2013. As this was in the middle of the valuation discussions, the Trustee board decided to extend his term of office until 30 June 2014. Following a selection process, Richard Westcott, Head of Methods & Standards Europe, was formally appointed on 1 July 2014. The Trustee has met on four occasions during the year. In addition to this, three meetings have been held by conference call. Representatives of the sponsoring company are invited by the Trustee to attend parts of their Trustee meetings. This is to participate in discussions on some of the important issues being addressed by both the Principal Company and the Trustee Board. During the year, Mr D Underwood, Senior Vice President Operations, Mr H Lomax, Senior Vice President and Chief Financial Officer European Finance (until December 2013), and Mr J Beardsley , Senior Vice President and Chief Financial Officer (from December 2013) attended Trustee meetings. Independent Trustee The Law Debenture Pension Trust Corporation plc is an Independent Trustee of the Scheme, with a special role to act alongside the Corporate Trustee in the event of the Scheme being wound-up and whose consent is required before any change can be made to the Scheme’s winding-up provisions and before any new employer can participate in the Scheme. Investment Committee

The Investment Committee met twelve times during the year to continue its work on monitoring the investments of the Scheme and developing the investment portfolio. A copy of the Terms of reference for the Investment Committee is available on request from the Scheme Secretary. The Investment Committee has the full authority and power to implement changes to the Scheme’s investment managers and investments, subject to those Terms of Reference, and subject to a Mission Statement and the strategic ranges specified by the Trustee Directors, and subject to any constraints contained in the Pensions Act 1995 and any other legislative obligations of the Trustee Directors. The Investment Committee comprises two Trustee Directors and an independent specialist/ chairman appointed by the Trustee. Trustee Directors who have served on the Investment Committee during the year are Mr D M Powell, Mr T A Kelly (to March 2014) and Mr P Browett (from March 2014). The independent chairman of the committee is Paul Brine. The Investment Report is set out on pages 17 to 24. Trustee Training

All Directors are provided with comprehensive training opportunities through both internal and external courses and training sessions. Training for new Directors includes an external introduction to Trusteeship course and during the year there has been regular ongoing training for all Directors.

The Directors continue to review their training provision against a skills framework to assess themselves against the Trustee Knowledge and Understanding requirements and to identify any training needs.

Conflicts Policy

A register of Directors Conflicts of Interest has been established, along with a policy setting out the broad principles and the management of conflicts, which guide Directors in the conduct of Plan business. The Trustee considers conflicts at the start of each meeting and reviews its Conflicts Register regularly. Business Continuity Plan The Directors have a formal business continuity plan which is reviewed on a regular basis. This includes provisions to ensure that business critical functions are able to resume as soon as possible.



Risk Management and controls The Trustee has overall responsibility for internal controls and risk management. It is committed to identifying, evaluating and managing risk and implementing and maintaining control procedures to reduce significant risks to an acceptable level. In order to meet this responsibility, it has established a Risk Register. The purpose of the Risk Register is:-

to highlight the scope of the major risks to which the Trustee is exposed from the Trustee’s perspective;

to rank those risks in terms of likelihood and impact;

to consider the controls in place to mitigate the risks; and

to be a tool to identify management actions that are either currently being taken, or that are believed should be taken, in order to mitigate the identified risks.

The Risk Register includes risks associated with Governance, Investment Strategy, Scheme Funding, Trustee Knowledge and Understanding, Administration, Review of Advisors, Risk Management, Audit and Compliance, Member Communication and Defined Contributions. It is reviewed quarterly by the Trustee. The Myners Principles The Myners Principles set out best practice in investment decision making. The Government has indicated that, although these guidelines are voluntary, they expect trustees to engage with the principles and to disclose their compliance with them. The Principles were announced in 2002, following a review of institutional decision making by Paul Myners and revised in 2008. The UK Stewardship Code is advocated by the Myners Principles and sets out best practice for institutional investors in relation to their responsibilities as shareholders, with a particular focus on active ownership. Whilst the Code is voluntary the FRC and the Pensions Regulator are strongly encouraging UK-based institutional investors to adhere to the Code. Investors are expected to publish a compliance statement setting out the extent to which they implement the Code, including explanations for areas of non-compliance. The Scheme is broadly compliant with the Myners Principles and Stewardship Code but the Scheme does not have its own responsible investment policy. However, the Investment Committee encourages the Scheme’s managers to take responsible investment factors into account as part of their investment process. The Scheme will revisit this periodically. DC Governance

In November 2013, the Pensions Regulator’s Code of Practice covering the ‘Governance and administration of occupational defined contribution trust-based pension schemes’ came into effect. The Code of Practice, together with the associated Regulatory Guidance, establishes a framework setting out how the Regulator expects trust-based schemes to be governed. The Trustee fully supports this Code of Practice and will publish a governance statement in due course to demonstrate how the governance of the Defined Contribution Section of The Metal Box Pension Scheme and the Metal Box AVC Plan complies with the Code. Employer Related Investments Amendments to the Occupational Pension Schemes (Investment) Regulations 2005 removed the previous exemption for employer-related investments that are made through collective investment schemes (‘CIS’). Therefore, trustees should now ensure that they never have over 5% invested in employer-related investments, through both pooled and segregated funds. The Committee noted that the Scheme complies with the amended regulations. An annual review will continue to be carried out. As at 31 March 2014, the Scheme held under 0.01% in employer related investments on a look-through basis. Review of Security Lending Arrangements During the year the Investment Committee continued to monitor the Securities Lending arrangements for each of the Scheme’s managers and reported that there are no issues which should present significant concern. Any lending that takes place is limited to the Scheme’s pooled fund holdings, at the discretion of the Investment Managers.



Membership

The analysis of the membership of the Scheme during the year is given below:-

At 31 March 2014 At 31 March 2013

TOTAL MEMBERSHIP Male Female Total % Total %

Contributing Members - DB 945 91 1,036 5 1,239 6

Contributing Members - DC 1,142 186 1,328 6 628 3

Pensioners 7,215 2,646 9,861 48 9,841 48

Spouses / Dependants 95 3,036 3131 15 3,165 15

Dependant Children 35 21 56 0 52 0

Deferred Pensioners - DB 4,092 1,173 5,265 25 5,546 27

Deferred Pensioners - DC 144 48 192 1 143 1

Total as at 31 March 13,668 7,201 20,869 100 20,614 100

It will be seen from this analysis that the Contributory Membership of the Defined Benefit Section of the Scheme represents approximately 5% of the total membership and that the pattern established in the 1970’s of a declining contributing Membership, leading to an increasing maturity of the Scheme’s liabilities, is continuing.

The change in the membership of the Scheme during the year is shown on the next pages.



The change in the membership of the Scheme during the year is shown below and on the next pages.

Year to 31 March 2014 Year to

31 March 2013

Male Female Total Total

Contributing Members - DB

Members as at 1 April 1,129 110 1,239 1,345

Reinstatement 0 0 0 1

1,129 110 1,239 1,346

Cessations:

Deferred Pensioners 87 9 96 14

Retirements 95 10 105 93

Deaths

2 - 2 0

Transfer Outs 0 - 0 0

184 19 203 107

Total as at 31 March 945 91 1,036 1,239

Contributing Members - DC

Members as at 1 April 537 91 628 541

New Joiners 722 113 835 109

1,259 204 1,463 650

Cessations:

Deaths 2 - 2 2

Transfer Outs 2 1 3 1

Deferred Pensioners

54 11 65 19

Statutory Opt Outs 53 6 59

Scheme Refund 1 - 1

Deletions (non joiners) 5 - 5

117 18 135 22

Total as at 31 March 1,142 186 1,328 628

Pensioners

Pensioners as at 1 April 7,177 2,664 9,841 9,836

New Pensioners 341 95 436 400

7,518 2,759 10,277 10,236

Cessations:

Deaths 298 107 405 384

Ceased Lost Trace 2 4 6 3

Pensions fully commuted 3 2 5 8

303 113 416 395

Total as at 31 March 7,215 2,646 9,861 9,841




31 March 2013


Spouses and Dependants

Total as at 1 April 95 3,070 3,165 3,236

New spouses / dependants 8 184 192 170

103 3,254 3,357 3,406

Cessations:

Deaths 6 170 176 201

Ceased 0 1 1 4

Pensions fully commuted 2 47 49 36

8 218 226 241

Total as at 31 March 95 3,036 3,131 3,165

Dependant Children

Total as at 1 April 29 23 52 51

New Child Allowances 11 1 12 12

40 24 64 63

Cessations:

Child Allowances ceasing 5 2 7 11

Deceased - 1 1

5 3 8 11

Total as at 31 March 35 21 56 52

Deferred Pensioners - DB

Total as at 1 April 4,290 1,256 5,546 5,876

New Deferred Pensioners 87 9 96 14

4,377 1,265 5,642 5,890

Cessations:

Transfers 20 2 22 11

Reinstatement - - - 1

Retirements 246 85 331 307

Pensions fully commuted 1 0 1 -

Deaths 18 5 23 25

285 92 377 344

Total as at 31 March 4,092 1,173 5,265 5,546




31 March 2013


Deferred Pensioners - DC

Total as at 1 April 102 41 143 132

New Deferred Pensioners 54 11 65 19

156 52 208 151

Cessations:

Rejoiner - - - 2

Refunds 9 4 13 2

Transfers 2 - 2 4

Retirement 1 - 1

12 4 16 8

Total as at 31 March 144 48 192 143

Actuarial Status of the Scheme

The funding position of the Scheme is formally assessed by the Scheme Actuary at least once every three years. The assessment, or valuation, determines the rate of future contributions by the Company and compares the value of Members' accrued benefits with the assets of the Scheme. The most recent actuarial valuation of the Scheme was completed as at 31 March 2013 (the valuation date) and the Actuary’s valuation report was published on 19 December 2013. This was the third formal valuation of the Scheme carried out under The Pensions Act 2004 and the results were communicated to all Members via the Summary Funding Statement in the Winter 2013/2014 Members Report issued in February 2014. As required under the new funding regime, the Trustee has determined and agreed with the Principal Company, the actuarial method, and the underlying economic and demographic assumptions to be used for calculating the value of the benefits (known as the Technical Provisions) and contributions payable. These agreements have been documented in a formal Statement of Funding Principles. A copy of this Statement can be obtained by contacting Equiniti Paymaster at the address shown on page 50. A copy of the Summary Funding Statement issued to Members, is on page 29 and a copy of the Actuary’s certification of the calculation of the Technical Provisions that formed part of the Actuary’s valuation report is on page 28. A copy of the Schedule of Contributions, dated 19 December 2013, is shown on page 25 and sets out the resulting contributions payable to the Scheme following the valuation agreement. This Schedule has been agreed by the Trustee with the Participating Companies, and a copy of the Actuary’s certification of this Schedule is shown on page 27. The next formal valuation is effective 31 March 2016. Covenant Assessment An independent assessment of the financial strength of the Company and its ability to support the Scheme in the long term is provided by KPMG on a regular basis. Risk in Providing Retirement Benefits It is important that all Members of the Scheme understand the risks that apply to their pension benefits, the steps that are being taken by the Company and the Trustee to mitigate them, and the further steps that each Member could and should be taking to mitigate them further. Members of the DB Section and the DC Section, as well as the Company and the Trustee, carry certain risks when building up the funds for long-term retirement benefits. These risks differ, between each Section of the Scheme, and the more important risks are explained in detail below.



Defined Benefit Section (DB Section) The DB Section of the Scheme closed to new Members in November 2001. Members who contribute to this Section pay contributions at a fixed rate of earnings towards their pension and will be provided with pension benefits when they retire or die, based on their earnings and units accrued during their years of service. The cost of providing this pension is met from three sources:-

Members’ contributions;

Employer contributions; and

Earnings from Scheme investments. Normally, the pension benefits that Members expect, as set out in the Member’s Booklet and in the Trust Deed and Rules, will be paid in full, on time, when they become due. An actuarial reserve, equal to a significant proportion of each Member’s pensionable earnings, is accrued each year in order to support that expectation. The risk is mitigated by setting aside assets in accordance with the Trust Deed of the Scheme, separate from the assets of the Company, from which the accrued benefits of the Scheme are paid, when they fall due. However, in some situations there may not be enough money to pay in full all the benefits Members have built up (called ‘accrued benefits’). If the Scheme closes and is eventually wound up, and if the economic conditions at that time are unfavourable, a shortfall in funding may then occur. That shortfall would be made good by the Company. If the Scheme were to be wound up and the Company were unable to make good any shortfall (i.e. if the Company then became insolvent), then the statutory priority orders for the payment of benefits in force at that time would affect the amount of benefit any individual would receive. The various priority order rules and their interaction are complicated. However, in broad terms, the first priority is to cover benefits and future pension increases consistent with the Pension Protection Fund. Any additional assets available beyond this would be used to go some way to making up the remaining difference between the Pension Protection Fund benefits and those promised under the Defined Benefit Section of the Scheme. Defined Contribution Section (DC Section)

The savings for retirement for Members of this Section accumulate in individual ‘Personal Accounts’. The savings are used at retirement, or on earlier death, to provide pension and related benefits. Each Member’s Personal Account is available to provide retirement benefits for the Member, whether or not the Scheme continues. However, the value of the investments in each Personal Account can go down as well as up over time, as investment returns vary. Members of this Section know how much is being contributed and the amount of Matching and Extra Credits that have been added to their Personal Accounts. Each Member is also told, every year, of the accumulated amount in their Personal Account. However, a Member cannot be certain what level of benefits will be paid. In particular, investments may perform well or badly until retirement date, so this carries some risk. There is also a cost in converting the value of the Personal Account into a pension on retirement or death. The pension (which is an income for life) depends significantly on the economic conditions, especially long-term interest rates, at the time it comes into payment and on the life expectancy of pensioners at that time. Providing for an adequate income in retirement is expensive. The main risk is that Members may not be paying sufficient contributions to deliver the benefits that they hope to receive when they retire. Members should regularly examine their contribution level, expected benefits and their needs at retirement. Members should also review their investment strategy, to ensure that the investment funds that they have selected remain appropriate for their long-term savings, taking into account the time that remains until they plan to retire. The annual benefit statement is intended to help Members to monitor the progress of their accumulated savings against the benefits they want at retirement. From time to time, a Member may have to adjust his/her contributions, retirement income expectations, or both. This is the personal responsibility of each Member. Pension Increases Defined Benefit Section (DB Section) Under the Rules of the Scheme, pensions in payment and deferred pensions (in excess of the Guaranteed Minimum Pension (GMP) payable as a consequence of Members being contracted-out of the State Second Pension (S2P)) are reviewed annually and increases granted take effect from 1 April each year.



Following the April 2014 review the annual rate of increase, determined in accordance with the Rules of the Scheme, awarded to pensions in payment earned up to 31 March 2008, in excess of GMP, was 2.8%. For pensions in payment earned after 31 March 2008, in excess of GMP, it was 2.50%. The increase awarded to pensions in deferment in excess of the GMP was 2.8%. Pension increases at the full rate are applied to pensions in payment and deferred pensions which had been in force or set up at least twelve months prior to the effective date of increase. Pensions in payment and deferred pensions set up within twelve months of the effective date are increased by a proportionate amount, dependent upon the number of completed months since the pension was established. GMPs are increased by the State and / or by the Trustee as prescribed by law and since April 2011 this is by reference to the Consumer Prices Index. No discretionary increases to pensions were granted. A summary of the increases to pensions awarded over the past 10 years is given in the Statistical Summary shown on page 51. Defined Contribution Section (DC Section)

Members purchase a pension in retirement by means of an annuity. Members are able to select the type of annuity, including provision for dependants and the rate of increase according to their personal requirements. Transfer Values

Cash equivalents paid during the year with respect to transfers have been calculated in accordance with the relevant legislation. The value of possible discretionary benefits is excluded. Discretionary Factors Discretionary factors used in the calculation of benefits, such as early retirement benefits or the amount of pension to be surrendered for tax-free cash on retirement, may be changed at any time, particularly if the circumstances of the Scheme change. The Trustee reviewed and amended the actuarial factors used for the calculation of benefits with effect from 1 June 2014. Data Protection The Trustee has registered under the Data Protection Act 1998 to hold information necessary for the management of the Scheme. Administration The day-to-day administration of the Scheme has been delegated to the Administrator of the Scheme and is provided via an outsourcing arrangement with Equiniti Paymaster. Database Maintenance From time to time, checks are applied to the pensions administration database to ensure that the Membership is correctly recorded. One of these checks is to ensure, to the best of the Trustee’s ability, that all Pensioners receiving pensions, and Deferred Pensioners, are still alive. In order to do this, data is exchanged with a registered organisation which then searches publicly available information (e.g. the National Register of Deaths). These checks are carried out on a monthly basis and any discrepancies are appropriately followed up. The Pensions Regulator issued record-keeping guidance in June 2010, setting out standards that trustees and pension providers should aspire to. A full assessment against these standards is carried out annually.



Internal Dispute Resolution Procedure

There is a formal Internal Dispute Resolution Procedure that should be followed when resolving disputes about the way the Scheme works with:-

any current contributing Member, Deferred Pensioner or Pensioner of the Scheme;

any employee who is potentially a Member;

a former Member’s widow, widower, Civil Partner or other dependant;

any person who is, or is claiming to be, entitled to become one of the above;

a non-dependant beneficiary of a deceased Member; or

anyone who ceased to be in one of the above categories. Members can request a copy of the formal Internal Dispute Resolution Procedure from Equiniti Paymaster at the address shown on page 50. Pension Protection Levies From 6 April 2006 onwards, most occupational defined benefit pension schemes have paid a levy to the Pension Protection Fund on a basis that includes a significant risk related element. The amount of the levy for 2013/2014 was £373,581. This fell due in September 2013 and has been reimbursed by the Company in accordance with the Schedule of Contributions. Statement of Trustee responsibilities

The Financial Statements, which are prepared in accordance with UK Generally Accepted Accounting Practice, are the responsibility of the Trustee. Pension Scheme regulations require the Trustee to make available to the Scheme members, beneficiaries and certain other parties, audited financial statements for each Scheme year, which:-

Show a true and fair view of the financial transactions of the Scheme during the Scheme year and of the amount and disposition at the end of the Scheme year of its assets and liabilities, other than liabilities to pay pensions and benefits after the Scheme year end, and

Contain certain information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) regulations 1996.

The Trustee is responsible for supervising the preparation of the Financial Statements and for agreeing suitable accounting policies to be applied consistently, making any estimates and judgements, on a prudent and reasonable basis.

The Trustee is responsible for making available certain other information about the Scheme in the form of an Annual Report. The Trustee is responsible under pensions legislation for preparing, and from time to time reviewing and if necessary revising, a Schedule of Contributions showing the rates of contributions payable towards the Scheme by or on behalf of the employers and the active Members of the Scheme and the dates on or before which such contributions are to be paid. The Trustee is also responsible for keeping records in respect of contributions received in respect of any active Member of the Scheme and for monitoring whether contributions are made to the Scheme by the employers in accordance with the Schedule of Contributions. Where breaches of the Schedule occur, the Trustee is required by the Pensions Acts 1995 and 2004 to consider making reports to the Pensions Regulator and to Members. The Trustee also has a general responsibility for ensuring that adequate accounting records are kept and for taking such steps as are reasonably open to them to safeguard the assets of the Scheme and to prevent and detect fraud and other irregularities, including the maintenance of an appropriate system of internal control. The Trustee is responsible for the maintenance and integrity of the Scheme’s website: www.metalboxpensions.co.uk. Legislation in the United Kingdom covering the preparation and dissemination of financial statements may differ from other jurisdictions. Review of financial development of the Scheme The financial statements on pages 32 to 47 have been prepared and audited in accordance with Regulations made under Sections 41(1) and (6) of the Pensions Act 1995.



Further information Further details of the investments of the Scheme, including investment performance, are included in the investment report on pages 17 to 24. Enquiries or requests for additional information about the Scheme should be directed to Equiniti Paymaster. Contact details are shown on page 50.

Contact details for other useful sources of information are also found on page 50. By the Order of the Trustee Board C R Aston Scheme Secretary 9 September 2014



Investment Report for the year ended 31 March 2014 Investment of the Fund

The Trustee considers all strategic decisions regarding the Scheme’s investments. The implementation of the agreed strategy is then delegated to the Investment Committee, who regularly report back to the Trustee. All day-to-day investment decisions are delegated to the Investment Managers. A list of the Investment Managers as at 31 March 2014 is given on pages 3 to 5. Investment Managers for the Defined Benefit Section are appointed by the Investment Committee on the recommendation of the Investment Advisers and are considered by the Investment Committee to have the appropriate knowledge and experience necessary to manage the particular investments delegated to them. A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995, subsequently amended. The Statement was reviewed and updated during the year and a copy is available on request from the Scheme Secretary. Strategic Investment Policy

Defined Benefit Section (DB Section) The Principles / Policies on which the current investment management structure for the Defined Benefit Section is based are summarised below:- The primary long-term investment objective is to secure and maintain sufficient assets to meet the Scheme’s liabilities as they fall due. The Trustee aims to achieve a funding level, with the liabilities measured on the assumption of gilt yields, of 100% by December 2026 through targeting an expected asset return of 2.0% pa net of all fees in excess of the expected growth in the liabilities. In seeking to achieve the target return, the Trustee is prepared to run the risk level commensurate with a one in twenty chance of the funding level falling between 3.5% -7.5% in any one year. This measure is known as Funding Level at Risk (FLaR). It is recognised that there can be a conflict between the objectives outlined above and the Trustee’s overall strategy is to maintain an appropriate balance should that occur. The Trustee takes professional advice to ensure that the long-term strategy is appropriate to the profile of expected benefit payments and the Scheme’s financial position. Members of the DB Section do not need to take investment decisions themselves, other than in respect of their Additional Voluntary Contributions. Risk is controlled:-

by taking advice from the Investment Adviser;

by diversifying into asset classes that are not closely linked to each other;

by appointing a range of skilled specialist Investment Managers; and

by carefully monitoring performance and volatility against the value of the accrued liabilities.

Defined Contribution Section (DC Section) Each Member of the DC Section has an individual Personal Account made up from the accumulation of the contributions by the Member and the Credits that the Trustee allocates. The Personal Account is used at retirement (or on death, if earlier) to buy an annuity and/or to provide lump sum benefits for the Member and/or his/her dependants. Following the proposals in the March 2014 budget, additional options will become available from April 2015. The Trustee, after having taken appropriate advice, has made a range of unitised funds available for each Member to select. These funds are made available by Standard Life, the Scheme’s current DC provider. These funds enable Members to make up an appropriate portfolio of assets that meets their personal preferences on risk and return. Employees can obtain information about the available funds by calling Standard Life on 0845 278 5641 between 9am and 5pm Monday to Friday. Fund factsheets can also be downloaded from the Scheme website: www.metalboxpensions.co.uk. Members should regularly review the level of contributions being paid and their investment choices, so that they can aim to achieve the retirement benefits that they want. To help Members do this, a modeller is available on the Scheme website.

http://www.metalboxpensions.co.uk/



Investment Management Structure - Defined Benefit Section Particular attention continues to be paid to the increasing maturity of the liabilities of the Scheme. A matter for debate, and judgement, is the appropriate level of risk that should be taken in trying to improve the funding position. Taking significant investment risk might enable the funding level to be improved earlier, but equally risks significant underfunding at some stage. The Trustee’s primary risk measure is FLaR. This is the amount that the Scheme’s funding level could deteriorate compared to its expected position with a one in twenty chance. As at 31 March 2014, the Scheme’s FLaR was 6.1% compared to 6.8% as at 31 March 2013. Another measure, which has been and will continue to be carefully considered by both the Trustee and the Company, is the Value at Risk at the 95% percentile (VaR95). This is the amount where there is a one in twenty chance that the Scheme’s deficit could be expected to deteriorate compared to the expected position. As at 31 March 2014, using the current asset allocation, but assuming the Investment Managers are invested in line with their respective benchmarks, the VaR95 was £193 million. This compares to £228 million as at 31 March 2013. It should be noted that more than one such extreme outcome can occur in any five or ten year period. The table below shows the current allowable asset allocation ranges as at 31 March 2014.

Category Asset Classes Ranges (%) Sub-range (%)

Equity 5 – 30

Developed 0 – 30

Emerging 0 – 10

Unlisted* 0 – 15

Alternative asset classes 0 – 20

Hedge funds 0 – 10

Real Estate 0 – 5

Reinsurance 0 – 5

Emerging market currency 0 – 5

Other alternative beta** 0 – 5

Credit 10 – 30

Investment grade credit 10 – 30

Alternative credit*** 0 – 10

Bonds 30 – 60

Gilts/Cash 30 - 50

Index-linked corporates 0 – 10

Extreme risk allocation 0 – 10

Total 100

* It is recognised that these upper limits may be breached due to market conditions. The Trustee has set a limit of 3% above the range shown, before it needs to be consulted on the most appropriate course of action ** Alternative beta may include asset classes, such as commodities, and which are not a natural fit into the above categories *** Alternative credit includes Emerging Market Debt, Asset Backed Securities, Mortgage Backed Securities and High yield bonds The Investment Committee and Trustee have approved an acceptable range for hedging against changes in interest rates and inflation. During the past year, various changes have been made to the specific Investment Managers responsible for implementing the Strategic Investment Policy.



The assets of the Defined Benefit Section of the Scheme, at 31 March 2014, were managed by the following Investment Managers:-

Assets under Management at 31 March 2014

£m £m

Equity Developed 143.9

Southeastern 41.2

Cedar Rock 30.0

Davis Advisers 31.7

LGIM 41.0

Emerging 47.6 Genesis 32.9

LGIM 14.7

Unlisted 126.6

GSAM 53.9

Black Rock 8.7

Sun Capital 8.9

MatlinPatterson 13.2

Paul Capital 13.4

Squadron 28.5

Infrastructure 68.9

GSIP 40.5

Alinda 28.4

Alternative asset classes Hedge funds 91.1

Bridgewater 14.0

Lansdowne 9.8

Och-Ziff 19.7

Brevan Howard 12.9

Ivory 21.4

Cantab 13.4

Real estate 44.9

Standard Life 2.9

LGIM REITS 41.3

Ashtenne 0.7

Reinsurance 31.7

Nephila 31.7 Emerging market currency 12.3

Rogge 12.3 Other alternative beta 16.4

Fulcrum 16.4

Credit Investment grade credit 257.2 BlackRock 60.2

Loomis Sayles 55.1

PIMCO 67.6

Brandywine 34.6

FTI 39.7

Alternative credit 98.3 Henderson 5.1

Stone Harbor 24.5

Sankaty 31.3

TCW 37.4



Assets under Management at 31 March 2014

£m £m

Bonds

Gilts/Cash 741.9

UK Fixed Interest gilts - LGIM 339.1

UK Index Linked gilts - LGIM 330.7

RPI, LPI and interest rate swaps - LGIM 58.6

Repurchase agreement – LGIM (11.3)

LGIM: Liquidity 3.6

LGIM: Currency Hedging (net currency movements) 1.2

LGIM: USD and EUR Swaps (7.5)

Cash & other investment assets 27.5

Index-linked corporates 64.4

Index-linked corporate bonds – LGIM 64.4

Total Investments 1,745.2

Net Current Liabilities (2.0)

Net Assets of the DB Section of the Scheme 1,743.2

The aggregate investment performance of the DB Section of the Scheme is shown on page 24. Quoted equities The Scheme employed four global equity managers and two emerging market equity managers as at 31 March 2014. Southeastern, Cedar Rock and Davis are global equity managers that have long-term absolute return mandates and hold relatively few stocks in their portfolio compared to traditional market-cap indices. Performance can be expected to differ quite significantly in the short-term, both from that of other global equity managers, and from the traditional index-related benchmark. The expectation is that, in the long term, superior investment returns, together with diversification of both manager and equity risk, will be achieved. LGIM manage a passive global equity mandate which tracks the FTSE World Index. LGIM also manages a passive emerging market equity mandate which tracks the FTSE RAFI Emerging Market Index. The FTSE RAFI Emerging Market Index weights stocks based on other fundamental factors, unlike traditional indices that weights stocks based on market cap. Genesis is the Scheme’s other emerging market equity manager and aims to achieve medium to long-term capital growth through ‘active’ investment in emerging country equities. Unlisted Equity There has been no change to the diversified line-up of Private Equity and Infrastructure managers. Over the last year there was approximately $51 million in net distributions. Outstanding commitments stood at approximately $62.5 million as at 31 March 2014. Hedge funds There were a total of six hedge fund managers within the Scheme as at 31 March 2014. These managers use a broad range of strategies leading to a diversified and risk controlled portfolio. Over the year the Scheme disinvested from the Odey European Inc and Maverick Core Fund, and invested in Cantab Quantitative Fund. Real Estate The Scheme has some relatively small holdings in Ashtenne (Aviva) and Standard Life UK property which are legacy holdings of the fund of funds mandate previously managed by CBRE. The Scheme received its assets back from Pro Logis in September 2013. The majority of the Scheme’s property exposure is through passive real estate investment trusts with LGIM.



Reinsurance The Scheme is invested in Nephila’s Iron Catastrophe Fund, which seeks to take advantage of the insurance risk premium by investing in diversified portfolio of the main risk perils, such as wind exposure in different parts of the US. The Fund aims to gain exposure to returns created by various insurance-based investment instruments and which are expected to have a low correlation with the Scheme’s other assets. Emerging Market Currency The Rogge Emerging Market Currency Fund invests in forward currency contracts in local emerging market currency bonds. The Scheme reduced its allocation to the Rogge Emerging Market Currency Fund in January 2014. Volatility Premium The Scheme invested in Fulcrum’s Multi Asset Volatility Premium fund in August 2013. The Fund aims to earn a premium from selling insurance for volatility in equity, commodities, currencies and fixed income markets. This Fund also provides diversification over the Scheme’s other assets. Credit As at 31 March 2014, the Scheme held credit mandates with the following five managers: BlackRock, Loomis, PIMCO, Franklin Templeton Investment Management and Brandywine. The Loomis and PIMCO mandates are actively managed against a global credit benchmark. BlackRock has a global screened mandate, where it invests in line with the benchmark, but adjusts where issues make up a large portion of the universe or BlackRock have a negative view of the issuer. The FTI and Brandywine mandates actively invest in sovereign bonds across emerging and developed markets. Alternative credit The Scheme’s “Alternative” credit opportunities include Henderson’s Asset Backed Securities Opportunity Fund, Sankaty’s High Income Feeder Fund, and Stone Harbor’s Emerging Market Debt Fund. In July 2013, the Scheme invested in the TCW Metwest Securitized Opportunities Fund. This allocation was then increased slightly in March 2014. Henderson invests in a diverse portfolio of highly rated and predominately floating rate senior tranches of asset-backed securities and commercial mortgage-backed securities. This fund has distributed all of its assets ending in July 2014. Sankaty invests across a range of high yielding credit asset classes. Stone Harbor invests in fixed income securities of emerging market issuers. TCW invests opportunistically across the US securitised credit universe including asset-backed and mortgage-backed securities. Liability Hedging The purpose of having a liability hedging mandate is to hedge the interest rate and inflation risk which the Scheme’s future liabilities are exposed to. As at 31 March 2014, the liability hedging mandate was managed by Legal & General Investment Management (LGIM). LGIM invests in fixed interest gilts, index linked gilts, index linked corporate bonds and derivatives such as swaps and repurchase agreements. Investment Agreements and Compliance The conduct of business and the delegated powers granted to the Investment Managers are covered by formal Agreements, which have been drafted to meet the conditions laid down by the Financial Conduct Authority (FCA) or the Securities and Exchange Commission (SEC). Under the terms of these Agreements, the Managers have full discretion to make purchases and sales of investments on behalf of the Scheme, and to vote the holdings under their Management, subject to certain constraints, in particular:-

For segregated mandates, no investment shall be made in the shares or assets of CROWN Holdings, Inc. or any of its subsidiaries;

Each Specialist Mandate has specific investment constraints.

The Scheme hedges a proportion of its currency risk using a currency hedging overlay with LGIM. In some cases the Investment Manager’s hedge this risk within their mandate.



Each Investment Manager has appointed a ‘Compliance Officer’ to ensure that the procedures/practices adopted by its staff comply with those laid down by the FCA or other regulatory authority. On a monthly basis the Investment Adviser compares the Custodian valuation with those available from the Investment Managers. Custody of Assets

At no stage do the Managers of quoted securities have title to the assets they manage. The assets under segregated management are held by the Scheme’s Global Custodian, The Northern Trust Company or, in the case of overseas investments, by Sub-Custodian Nominee Companies. The assets held in pooled funds will be held by the funds’ custodians. The Scheme’s investments are registered in the name of the Global Custodian and are identified by reference to an account number or name. The Global Custodian is independent of the Scheme’s Participating Companies and the Parent Company, Crown Holdings Inc., and there are no arrangements which empower any Custodian to release assets to representatives of these Companies.

Financial Controls All assets held by the Global Custodian are reconciled to the Sub-Custodian and or the depository in the local market. The reconciliation is completed at nominee level at least twice a year in accordance with FCA regulations. In practice it is completed at least monthly, with larger markets that have greater transactional volume, being completed either weekly or daily. At client level, the Global Custodian has a monthly sign-off process in place to pick up any differences in stock or cash positions. Investment Performance Targets Each of the Specialist Managers has been set a long-term investment performance target against a specific Mandate and Benchmark. These differ from one Manager to another, but are consistent with the desire of the Trustee to manage the aggregate investments of the Scheme under the diversified specialist structure, in accordance with the Investment Principles and Policies outlined above.

Investment Performance for each Investment Manager, and for the Scheme as a whole, is reviewed by the Investment Committee and by the Trustee on a quarterly basis, with due regard to the long-term nature of each specialist investment mandate and the Benchmark. The Investment Adviser plays a significant role in setting performance targets and monitoring the performance of the Scheme’s Managers. The Investment Adviser’s role also involves proposing the asset allocation and strategies within asset classes along with continuous monitoring of these against performance objectives and risk settings. Investment Cash Flows

The net outflow on the Fund Account, including cash withdrawn from the Scheme during the year to meet ongoing benefit payments and the expenses of administration, was £53.8 (£49.3m in the year to 31 March 2013). The market value of the investments of both the Defined Benefit and Defined Contribution Sections, including accrued income, at 31 March 2014 (after these withdrawals), amounted to £1,762.3m (£1,837.3m at 31 March 2013). The application of funds over the major investment markets and the change in the market value of investments is given on pages 38 to 46. Investment income during the year totalled £38.4m (£41.4m in 2013). An analysis of the investment income is given on page 38.

Social Responsibility and voting rights

The Trustee’s policy regarding environmental, sustainable or governance considerations is that the extent to which such issues are taken into account in making day-to-day investment decisions is delegated to the investment managers, and has asked its managers to explain their policies in this regard. However it expects the investment managers to recognise at all times that the Trustee’s primary responsibility is to act in the best financial interests of the beneficiaries of both the Scheme. The Trustee recognises the importance of exercising rights (including voting rights) attaching to investments. For reasons of practicality, the Trustee delegates responsibility for the exercise of such rights to its investment managers. The managers are expected to exercise these rights in the best interests of the Trustee. Where the Trustee invests in pooled funds the voting decisions are taken by the managers of those funds.



Investment Review

The investment background and market conditions that prevailed over the year to 31 March 2014 are summarised below. During the year under review performance was positive for return-seeking assets and bonds. For a sterling investor, the unhedged investment returns of relevant Indices were as follows:-

Asset Class Index 12 Month Return %

UK equities FTSE All-Share 8.8

US equities FTSE-AW USA 11.3

European equities FTSE-AW Dev Europe (ex UK) 15.7

Japanese equities FTSE-AW Japan -1.6

Asia Pacific (ex Japan) equities FTSE-AW Dev Asia Pacific (ex Japan) -6.3

Emerging market equities MSCI Emerging Markets -9.9

World Equities FTSE All-World 6.8

UK gilts FTSE-A All Stocks Gilts -2.6

UK index-linked gilts FTSE-A Index-linked Gilts (All Stocks) -3.8

UK index-linked gilts FTSE-A Index-linked Gilts (over 5 years) -4.5

Sterling non-government bonds Merrill Lynch Sterling Non-gilt 1.6

Global Bonds Barclays Global Aggregate -7.2

Property IPD UK Monthly Property 14.0

Hedge funds HFRI Fund Weighted Composite Index (US$ terms) 6.5

The positive economic environment in 2013 has continued into the first part of 2014. The situation in Ukraine has not had a major impact, aside to those directly affected. The most affected were European and German equity markets. Concerns about energy supply and financial linkages continue to be the main cause for concern. The monetary, fiscal and economic growth policies put in place by the Japanese government, have resulted in depreciation of the yen by 20.3% versus sterling. Sterling has also appreciated against the US dollar by 9.8% and the euro by 2.3% over the last 12 months. There was a surprise move by the European Central Banks in November 2013 to cut interest rates to a record low of 0.25%, reflecting an outlook of low inflation and economic weakness in the Eurozone. This followed inflation levels of 0.7% in October, leading to concerns of deflation in some countries. Interest rates in the UK and US have remained consistently low over the year. Equities

Over the course of the year to 31 March 2014, developed market equity performance has been strong. However, Asia Pacific saw negative performance in sterling terms. Volatility in equity markets continued to be at low levels compared to those experienced in recent years. Emerging market equities have continued to perform poorly compared to their developed counterparts. Latin America had poor performance, in particular Brazil, where political unrest has been rife, as well as Russia following the ongoing situation in Ukraine.

Bonds Developed market bond returns were negative over 2013. Across Germany, US and UK bonds at all maturities suffered negative returns. This has been somewhat reversed in the first part of 2014 as declines in developed market yields led to strong performance in government bond markets. Emerging market sovereign bonds had a disappointing second half of 2013, but have recovered during the first part of 2014. This was driven by a combination of reasonable risk premiums, dissipating macro tensions and declining US government yields. Alternative investment markets

UK commercial property has returned 14.0% over the 12 month period to March 2014. Yields have been stable over the majority of the past 12 months. Over the period, hedge funds on average returned 6.5% in sterling terms (hedged). Commodity futures have returned 1.1% over the year (in US dollar terms). The price of crude oil also rose by 4.5% over the period (in US dollar terms).



Investment Performance

Defined Benefit Section

The Investment Performance of the assets is measured each quarter, and is compared with the performance of the Benchmark, in each individual asset category, and against the liability proxy. Particular attention is paid to the longer-term returns achieved, as the assets are managed with a long-term perspective.

The net of fees performance of the assets of the Scheme is shown below along with a comparison against the Benchmark (the Scheme’s liability proxy), the FTSE All-World Index (Global Equities) and the FTSE A ILG Over 5 year Index (Index-linked Gilts):-

Period to 31 March 2014

Scheme Benchmark FTSE All-World FTSE A ILG (over 5 years)

1 year - Return -1.5% -3.9% 6.8% -4.5%

3 years - Return p.a. 7.5% 8.3% 7.7% 9.0%

5 years - Return p.a. 9.7% 7.9% 15.0% 8.8%

10 years - Return p.a. 6.1% 7.2% 8.8% 7.1%

Over the year, the Scheme has outperformed the Benchmark by 2.4%. Gilt yields rose and the Scheme’s liabilities fell in value over the period whereas return-seeking assets such as equities produced positive returns.

The relative returns over the past five and ten years are a reflection of the difficult investment scenario faced by all pension schemes. The Scheme’s well diversified investment policy has resulted in investment performance that, despite being behind the gilts based measure of liabilities, has maintained the funding level of the Scheme within expected tolerances, but with lower volatility than that experienced by many other pension schemes. Defined Contribution Section

The Statement of Recommended Practice (SORP) for pension scheme accounts requires the disclosure of the investment performance of all the investment funds available to the Members. The risk and expected return characteristics of each of the Investment Funds offered by Standard Life, and the Investment Performance, before fees, can be found on the Scheme website at www.metalboxpensions.co.uk.

Marketability of investments

As at 31 March 2014, approximately 11.2% of the Scheme's assets were not readily realisable within 12 months. This is broken down into the following asset classes:

31 March 2014 % Private equity £126.6m 7.3 Infrastructure £68.9m 4.0 Property

£2.9m

0.2

[Standard Life]

The private equity, infrastructure, and some property holdings are within closed end funds which means assets cannot be realised until the respective funds come to the end of their terms unless they are sold on the secondaries market.



Schedule of Contributions (as required under Section 227 of the Pensions Act 2004)

Name of Scheme: The Metal Box Pension Scheme

Period covered by this schedule: Period from the Scheme Actuary’s certification date to 31 March 2029. 1. This schedule of contributions is made by Metal Box Pension Trustees Limited in accordance with Section 227 of

the Pensions Act 2004. The matters shown in the schedule have been agreed between the Trustee and CarnaudMetalbox Group UK Limited, the Scheme’s Principal Company, nominated on behalf of all the Employers contributing to the Scheme to act as their representative for this purpose.

2. Level of contributions payable in respect of the DB Section:

by Members - in accordance with the Scheme Rules and the elections made by individual Members

by Employers - Until 31 December 2013:

4.5 times the Members’ rate of contributions (excluding voluntary contributions made under DB Section Rule 3(4)) plus deficit contributions as described in paragraph 3 below

- from 1 January 2014: 5.2 times the Members’ rate of contributions (excluding voluntary contributions made under DB Section Rule 3(4)) plus deficit contributions as described in paragraph 3 below

3. Deficit contributions:

by Employers - Until 31 December 2013: £1,609,650 each month

- from 1 January 2014: £2,069,777 each month up to and including 31 March 2029, increasing with effect from 1 January each year in line with the annual increase in the UK Consumer Prices Index “CPI” (over the year to the preceding September), subject to a minimum increase of 0% and a maximum increase of 5% each year. For clarity the first such increase will apply with effect from 1 January 2015 based on the increase in the CPI between September 2013 and September 2014

4. Level of contributions payable in respect of the DC Section:

by Members - in accordance with the Scheme Rules and the elections made by individual Members

by Employers - Until 31 October 2013:

1.2 times the Members’ Core and Extra Contributions

- From 1 November 2013:

1.2 times the Standard DC Members’ Core and Extra Contributions; and 1.0%

of Pensionable Pay in respect of Automatic Enrolment Members

5. Employers which are the subject of a temporary participation in the Scheme will pay such percentage of Earnings

(or Multiple of Members’ contributions) as prescribed by the Scheme Actuary at the time of any divestment.

6. In addition to the above rates of contribution, Employers will make special contributions where Company consent is given for early retirement on terms more generous than cost neutral. Additional Employer contributions that are or that may be required on the advice of the Scheme Actuary in respect of augmentations under Clause 5 of the Trust Deed remain payable.



7. Expenses (excluding Pension Protection Levies) will be met directly from the resources of the Scheme. An allowance for such expenses has been included in the technical provisions and contribution rates.

8. Pension Protection Levy invoices will be paid by the Scheme. However, the Employers will pay the invoiced amounts to the Scheme in addition to any other contributions due under this schedule.

9. Due date for payment of contributions: all contributions (from both Members and Employers) except those in respect of Pension Protection Levy invoices are payable monthly and are due to be paid to the Scheme by the 19

th

of the month following that to which the contributions relate. Payments to the Scheme by the Employers in respect of Pension Protection Levy invoices will be made by the deadline set by the Pension Protection Fund.

10. The rate of contributions payable by Employers will be reviewed, unless the Scheme Actuary advises earlier, as part of the next actuarial valuation of the Scheme, due not later than as at 31 March 2016.

11. The Employers’ contribution obligations to the Scheme may in some circumstances be met by an alternative entity as provided for in the Guarantee put in place as part of the agreement on the 31 March 2010 actuarial valuation (as amended for the 31 March 2013 actuarial valuation).

Note: This Schedule of Contributions relates to the payment of normal contributions to the Defined Benefit and Defined

Contribution Sections of the Scheme, payable by the Employers under Clause 2(5) of the Trust Deed, and by Members under DB Section Rule 3(2) or DC Section Rules 5(1), 5(3) and 5A(1). It does not relate to the payment of Additional Voluntary Contributions by members of the Defined Benefit Section (or the associated Employer matching payments), or Further Contributions by Standard DC Members of the Defined Contribution Section under DC Section Rule 6. Agreed on behalf of the Employers:

Signed: Name: Howard Lomax Authorised signatory on behalf of CarnaudMetalbox Group UK Limited Date: 19 December 2013 Agreed on behalf of the Trustee to the Scheme

Signed: Name: Terence Cartwright Director, Metal Box Pension Trustees Limited Date: 19 December 2013



Actuary’s certification of Schedule of Contributions


Adequacy of rates of contributions

1 I certify that, in my opinion, the rates of contributions shown in this Schedule of Contributions are such that the

statutory funding objective could have been expected on 31 March 2013 to be met by the end of the period specified in the Recovery Plan.

Adherence to Statement of Funding Principles

2 I hereby certify that, in my opinion, this Schedule of Contributions is consistent with the Statement of Funding

Principles dated 19 December 2013.

The certification of the adequacy of the rates of contributions for the purpose of securing that the statutory funding objective can be expected to be met is not a certification of their adequacy for the purpose of securing the Scheme’s liabilities by the purchase of annuities, if the Scheme were to be wound up. Michael J Pardoe Towers Watson Limited Fellow of the Institute and Faculty of Actuaries Watson House London Road Date: 19 December 2013 Reigate Surrey RH2 9PQ



Actuarial certification for the purposes of regulation 7(4)(a) of the Occupational Pension Schemes (Scheme Funding) Regulations 2005


Calculation of technical provisions

I certify that, in my opinion, the calculation of the Scheme’s technical provisions as at 31 March 2013 is made in accordance with regulations under section 222 of the Pensions Act 2004. The calculation uses a method and assumptions determined by the Trustee of the Scheme and set out in the Statement of Funding Principles dated 19 December 2013. Michael J Pardoe Fellow of the Institute and Faculty of Actuaries 19 December 2013

Towers Watson Limited Watson House London Road Reigate Surrey RH2 9PQ UK



Summary Funding Statement This is an extract of relevant information on the funding of the Scheme taken from the Winter 2013/2014 Members Report issued in February 2014. Defined Benefit Section –Valuation at 31 March 2013

The Members Report provided information about the valuation of the Scheme which was carried out as at 31 March 2013 and compared this to the previous formal valuation as at 31 March 2010 and also the previous interim valuation at 31 March 2012.

Defined Benefit Section - Past Service Benefits

First the Trustee establishes the value of benefits that have already been accrued. Each valuation is required to consider the Scheme from two different points of view, the “ongoing basis” and the “discontinuance basis”. The “ongoing basis” assumes that the Scheme continues broadly as it is today, with ongoing support from the Company. As at 31 March 2013, the Scheme’s assets were £1.8 billion and its liabilities were £2.2 billion. It had a shortfall of £369 million giving a funding level of 83%. This compares with a funding level of 84% at the last formal valuation in 2010. The Trustee and Company agreed a revised Recovery Plan which means that the Company will pay increased deficit contributions to meet the shortfall identified at the formal valuation in 2013. From 1 January 2014, these contributions amount to £24.8 million per year and increase each year in line with the Consumer Prices Index (subject to a cap on the increase of 5% each year). Payment of deficit contributions commenced in January 2011 and will continue until the shortfall has been removed. Based on the prudent assumptions used in the formal valuation it is now expected that this will take around 16 years from 31 March 2013. Defined Benefit Section - Future Service Benefits

In order to meet the cost of future service benefits, the Company has increased the rate of contributions to the Scheme to 5.2 times Defined Benefit Section Members’ contributions. Defined Contribution Section Contributions and Trustee Credits paid to date are invested in Members Personal Accounts at Standard Life. The average rate of Company contributions in respect of DC Section Members to cover Members’ credits and associated risk benefits continues to be 1.2 times the relevant Members’ Core and Extra contributions. Discontinuance Basis

This describes the situation if the Scheme were to be discontinued with no future service accrual or salary-linkage, and the benefits accrued to date were secured by buying annuities from an insurance company. This way of measuring the funding position of the Scheme is volatile and is expected to fluctuate from valuation to valuation. As at 31 March 2013, the assets would have amounted to around 63% of the estimated amount required to secure accrued benefits, including future pension increases, with an insurance company. The 63% position, which compares to 68% in 2010, would mean that, in the unlikely event of the Company becoming insolvent, benefits may need to be reduced. Please be aware that the Government requires schemes to inform members of this funding position even if there is no intention to discontinue the Scheme.



Other points

Part of the valuation process is for the Trustee to undertake an independent assessment of the financial strength of the Company and its ability to support the Scheme in the long term. This is called an employer covenant assessment and it was carried out by KPMG, a firm providing audit, tax and advisory services who specialise in carrying out such assessments.

The “ongoing basis” assessment of the Scheme’s liabilities for the purpose of the valuation is based on a prudent, but not risk-free, view of future investment returns. It is reasonable to expect (though not certain) that returns will over the long-term exceed those assumed (on average) and will improve the financial position of the Scheme further over time. The Trustee is required to tell Members that there has not been any payment to the Company from the Scheme in the last 12 months as a result of a surplus of assets. In addition, the Pensions Regulator has not exercised its powers to modify future Scheme benefits, to direct the Scheme to use particular assumptions for the valuation, to determine the length of the recovery plan or to set the level of contributions to the Scheme. Further information about the Scheme is available on request, from the Scheme Secretary.



Independent Auditors’ Report to the Trustee of The Metal Box Pension Scheme

Our opinion

In our opinion the Financial Statements, defined below:

show a true and fair view of the financial transactions of the Scheme during the year ended 31 March 2014, and of the amount and disposition at that date of its assets and liabilities, other than liabilities to pay pensions and benefits after the end of the year;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

contain the information specified in Regulation 3 of, and the Schedule to, the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, made under the Pensions Act 1995.

This opinion is to be read in the context of what we say in the remainder of this report.

What we have audited

The Financial Statements, which are prepared by the Trustee of the Metal Box Pension Scheme, comprise:

the net assets statement as at 31 March 2014;

the fund account for the year then ended; and

the notes to the Financial Statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in their preparation comprises applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

In applying the financial reporting framework, the Trustee has made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

What an audit of Financial Statements involves

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

whether the accounting policies are appropriate to the Scheme’s circumstances and have been consistently applied and adequately disclosed;

the reasonableness of significant accounting estimates made by the Trustee; and

the overall presentation of the Financial Statements.

In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited Financial Statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Our responsibilities and those of the Trustee

As explained more fully in the statement of Trustee’s responsibilities, the Trustee is responsible for the preparation of the Financial Statements and being satisfied that they show a true and fair view.

Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinion, has been prepared for and only for the Trustee as a body in accordance with section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Birmingham 9 September 2014



Fund Account For the year ended 31 March 2014 DB Section DC Section Total Total

Notes Year to

31 March 2014 (£000)

Year to 31 March 2014

(£000)

Year to 31 March

2014 (£000)

Year to 31 March

2013 (£000)

Contributions and benefits

43,246

3,211

84

46,541

88,791

2,291

3,347

94,429

(47,888)

37,055

(13,238)

(9,301)

154,295

168,811

120,923

1,554,102

1,675,025

Contributions 3 41,503 2,812 44,315 43,648

Transfers in 4 4,358 - 4,358 3,899

Other Income 5 25 - 25 829

45,886 2,812 48,698 48,376

Benefits 6 96,134 62 96,196 94,517

Payments to and on account of leavers 7 3,764 149 3,913 1,171

Administrative expenses 8 2,379 - 2,379 1,919

102,277 211 102,488 97,607

Net (withdrawals) / additions from dealings with members

(56,391) 2,601 (53,790) (49,231)

Returns on investments

Investment income 9 38,405 - 38,405 41,392

Investment management expenses 10 (8,905) - (8,905) (10,117)

Exchange adjustments 11 67,904 - 67,904 (32,502)

Change in market value of investments 12 (119,936) 1,318 (118,618) 212,752

Net returns on investments (22,532) 1,318 (21,214) 211,525

Net increase in the fund during the year (78,923) 3,919 (75,004) 162,294

Net assets of the Scheme at 1 April 1,822,197 15,122 1,837,319 1,675,025

Net assets of the Scheme at 31 March 1,743,274 19,041 1,762,315 1,837,319

The notes on pages 34 to 47 form part of these financial statements.



Net Assets Statement As at 31 March 2014

Notes As at

31 March 2014 (£000)

As at

31 March 2013 (£000)

Defined Benefits Section

Investments

Investment assets 12 1,742,457 1,824,850

Investment liabilities 12 (39,056) (34,811)

1,703,401 1,790,039

Investment cash & other investment assets 13a 54,514 50,659

Investment cash & other investment liabilities 13b (12,601) (16,202)

41,913 34,457

1,745,314 1,824,496

Current assets 14 802 2,281

Current liabilities 15 (2,842) (4,580)

Net current liabilities (2,040) (2,299)

1,743,274 1,822,197

Defined Contribution Section

Investment

Investment assets 12 18,991 15,090

Current assets 14 67 72

Current liabilities 15 (17) (40)

19,041 15,122

Net assets of the Scheme at 31 March 1,762,315 1,837,319

The notes on pages 34 to 47 form part of these financial statements. The financial statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustee. They do not take account of obligations to pay pensions and benefits which fall due after the end of the Scheme year or commitments for the Company and Members to contribute in respect of benefits for future service. The actuarial position of the Scheme, which does take account of such liabilities, is dealt with in the statutory certificates from the actuary on pages 27 and 28 of the annual report, and the Summary Funding Statement on page 29. These financial statements should be read in conjunction with that information.

The financial statements on pages 32 to 47 were approved by the Board of Directors on 9 September 2014.

T Cartwright } Directors

P Browett



Notes to the Financial Statements For the year ended 31 March 2014

1. Basis of preparation

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirements to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 and with the guidelines set out in the Statement of Recommended Practice, Financial Reports of Pension Schemes (revised May 2007). The accounts are prepared on a going concern basis.

2. Accounting policies

The following principal accounting policies, which have been applied consistently, have been adopted in the preparation of the financial statements.

Investments

Equities traded through the Stock Exchange Electronic Trading Service (“SETS”) are valued on the basis of the bid price. Other quoted investments are valued on the basis of the bid price (or, if unavailable, the most recent transaction) on the relevant stock market.

Other than the Private Equity investments, Global Infrastructure and the Funds of Hedge Funds, Pooled Investment Vehicles are valued at the closing bid price if both bid and offer prices are published, or, if single priced, at the closing single price. Unlisted securities held by the Scheme at the year end in Private Equity Investments are valued in line with British Venture Capital Association principles, based on the stated value by each General Partner of the underlying investments at 31 March 2014, or a different date of valuation as close as possible to the year end. Unlisted securities held by the Scheme at the year end in Global Infrastructure are valued at prices provided by the funds’ investment managers. Unlisted securities held by the Scheme at the year end in Funds of Hedge Funds are valued on the basis of the underlying investments at the year end or on the most recent valuation available adjusted for cash flow data between the valuation date and the year end.

Investment management fees are accounted for on an accruals basis. Acquisition costs are included in the purchase cost of investments.

Transaction costs are included in the cost of purchases and sale proceeds. Transaction costs include costs charged directly to the Scheme such as fees, commissions, stamp duty and other fees.

The change in market value of investments during the year comprises all increases and decreases in the market value of investments held at any time during the year, including profits and losses realised on sales of investments and unrealised changes in market value. The change in market value for Derivatives includes the net effect of foreign exchange purchases and sales during the year. Gains or losses on translation of transactions denominated in foreign currency are shown separately in the Fund Account.

Fixed Interest securities are valued on a clean-price basis.

Investment income

Income from equities, and any pooled investment vehicles which distribute income, is accounted for on the date stocks are quoted ex-dividend/interest.

In the case of pooled investment vehicles which are accumulation funds, change in market value also includes income, net of withholding tax, which is reinvested in the fund.

Income from fixed interest, index-linked securities, cash and short term deposits is accounted for on an accruals basis.

Income from overseas investments is translated into sterling at the spot exchange rate at the date of the transaction.

Derivatives

Derivative contract assets are fair valued at bid prices and derivative contract liabilities are fair valued at offer prices.

Futures contracts’ fair value is determined using exchange prices at the reporting date. The fair value is the unrealised profit or loss at the current bid or offer market quoted price of the contract. Amounts due from the broker represent the amounts outstanding in respect of the initial margin (representing collateral on the contracts) and any variation margin which is due to or from the broker. The amounts included in change in market value are the realised gains and losses on closed futures contracts and the unrealised gains and losses on open futures contracts.




2. Accounting policies (continued)

For exchange traded options and interest rate and currency swaps, fair value is determined using the exchange price for closing out the derivative at the reporting date. If a quoted market price is not available on a recognised exchange the over the counter (“OTC”) fair value is determined by the investment manager using generally accepted pricing models such as Black Scholes, where inputs are based on market data at the year end date.

Interest is accrued monthly on a basis consistent with the terms of the contract. The amounts included in change in market value are the realised gains and losses on closed contracts and the unrealised gains and losses on open contracts. Net receipts or payments on swap contracts are either reported in investment income (where the economic exposure relates to income) or change in market value (where the economic exposure relates to assets).

The fair value of forward currency contracts is based on market forward exchange rates at the year end date and is determined as the gain or loss that would arise if the outstanding contract was matched at the year end with an equal and opposite contract.

Repurchase agreements (Repo) Index linked and/or fixed interest investments are sold subject to contractual agreements ('Repurchase Agreements') for the repurchase of equivalent securities. The securities sold are stated at bid prices where available and accounted for within their respective investment classes. The contracts to buy back the equivalent securities, the Repurchase Agreements, are an investment liability and amounts payable under the repurchase agreements are stated at the value of contracted obligation. Index linked and/or fixed interest investments are bought subject to contractual agreements ('Reverse Repurchase Agreements') for the resale of equivalent securities. The securities bought are excluded from their respective investment classes. The contracts to sell back the equivalent securities, the Reverse Repurchase Agreements, are an investment asset and the Market Value reported is the cash paid to the counterparty at inception of the Agreements. Foreign Currencies

Assets and liabilities held in foreign currencies are expressed in sterling at rates of exchange ruling at the year-end. Gains and losses arising on conversion or translation are dealt with in the Fund Account as part of the change in market value of investments. Transaction costs or receipts together with cash balances denominated in foreign currency are translated into sterling at the spot exchange rate at the date of the transaction. Gains and losses arising on translation of transactions denominated in foreign currency are shown separately in the Fund Account from change in market value as Exchange adjustments (Note 11 to the accounts).

Contributions

Normal contributions, both from the members and from the employer, are accounted for on an accruals basis in the month employee contributions are deducted from the payroll and at rates agreed by the Trustee as recommended by the Scheme Actuary and in accordance with the Schedule of Contributions.

Employers’ augmentation contributions are accounted for on an accruals basis and in accordance with the agreement under which they are paid. DC Section augmentations are paid on a similar basis to that of the DB Section. Employers’ deficit funding contributions are accounted for on the due dates on which they are payable in accordance with the Schedule of Contributions under which they are paid. These contributions relate to past service benefit accruals and are payable at the monthly rate of £1,575,000 for the calendar year commencing 1 January 2012. The level of contributions will increase on 1 January each year in line with annual increases in the UK Consumer Prices Index. Employers’ deficit funding contributions will cease on 31 January 2033. Special Contributions are paid by the Company from time to time in accordance with Clause 5 of the Trust Deed and Rules. As provided for in the Schedule of Contributions, the Company reimburses the Scheme for Pension Protection Fund Levy payments.




2. Accounting policies (continued)

Benefits

Pensions and lump sums are accounted for on an accruals basis from the later of the date the benefit becomes payable and the date on which any option is communicated to the Trustee.

Administrative Expenses

Administrative expenses are accounted for on an accruals basis.

Transfers In and Out

Transfers received from the Company’s separate ‘money-purchase’ pension arrangements administered by Equitable Life and Standard Life, in respect of those retirees who opted to augment their Scheme pensions are accounted for on an accruals basis. The Scheme does not accept transfers in respect of past service rights from other approved pension arrangements.

Transfer values out represent the capital sums payable to the pension schemes of new employers for members who have left the Scheme. They are accounted for on a cash basis or where the trustee has agreed to accept the liability in advance of receipt of funds on an accruals basis from the date of the agreement.

3. Contributions

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Employers

- normal 445,11 454,4 13,705 14,275

- special ,86 4 690 274

- PPF Levy re-imbursement 471 - 374 319

- deficit funding 495,6, - 20,696 19,004

- augmentation 15,44 - 4,613 5,468

48564, 454,4 195978 39,340

Members

- normal 45,87 45,,9 4,237 4,308

41,503 2,812 44,315 43,648

The PPF Levy paid from the Scheme in October 2013 was £373,581 (November 2013 - £318,506). PPF Levy payments continue to be reimbursed by the Company. Employer’s special contributions are mainly in respect of employment termination payment exchange options exercised by employees leaving service.

4. Transfers in

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Individual transfers in from other schemes 4,358 - 4,358 3,899

Transfers from other funds consist of individual transfers received from the Company’s separate “money-purchase” pension arrangements administered by Equitable Life and Standard Life in respect of those retirees who opted to pay Additional Voluntary Contributions to augment their Scheme pensions.




5. Other Income

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Insured Benefit 24 - 24 828

State Scheme Premiums Refunded 1 - 1 4

4

4

25 - 25 928

6. Benefits

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Pensions 80,956 - 80,956 78,332

Commutations and lump sum retirement benefits 14,894 43 14,937 14,956

Lump sum death benefits 284 19 303 1,229

96,134 62 891,89 94,517

7. Payments to and on account of leavers

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Refunds to members leaving service - 20 20 10

Purchase of annuities - 129 129 24

Individual transfers to other schemes 3,764 - 3,764 1,137

3,764 149 318,3 1,171




8. Administrative expenses

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Administration and processing 912 - 912 931

Actuarial fees 547 - 547 318

Legal and other professional fees 464 - 464 265

Audit fees 44 - 44 47

PPF & other levies 412 - 412 358

2,379 - 2,379 1,919

9. Investment income

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Income from Fixed Interest Securities 15,704 - 15,704 23,844

Income from Index-linked Securities 4,931 - 4,931 2,464

Dividends from Equities 4,131 - 4,131 7,142

Income from Pooled Investment Vehicles 8,310 - 8,310 270

Interest from Repurchase Agreements 2 - 2 44

Interest on Credit Default Swaps

5,268 - 5,268 8,092

Interest on Cash Deposits 59 - 59 (464)

38,405 - 38,405 41,392




10. Investment management expenses

Investment management fees are calculated by each manager as a percentage of portfolio size. Fee scales are pre-agreed and in some cases have performance related elements. Where the Scheme is invested in pooled funds, charges are reflected within the unit price rather than expensed directly to the Scheme. The following table identifies only the direct fees incurred by the Scheme during the year:-

DB Section Year to

31 March 2014 (£000)

DC Section Year to

31 March 2014 (£000)

Total Year to

31 March 2014 (£000)

Total Year to

31 March 2013 (£000)

Investment managers fees 6,298 - 6,298 7,366

Investment consultancy and investment committee 2,554 - 2,554 2,685

Custody 172 - 172 108

Funds of Hedge Funds fee rebates (119) - (119) (42)

8,905 - 8,905 10,117

Total investment managers fees including those charges absorbed within unit price and market value changes have been estimated by Towers Watson for 2014 at £10.6 million (2013: £9.4 million). Funds of Hedge Funds fee rebates arise as a result of renegotiation of fee levels with the specific fund managers by the scheme actuaries. Rebates reflect the difference between fees initially charged under the standard fee calculation and the agreed reduced fee levels.

11. Exchange adjustments – DB Section


(£000)


(£000)

Realised gains / (losses) on translation of transactions denominated in foreign currency

67,904 (32,502)



Notes to the Financial Statements For the year ended 31 March 2014 12. Investment assets and liabilities


Investment assets As at 31 March

2014 (£000)

As at 31 March 2013

(£000)

Fixed Interest Securities 456,831 441,784

Index Linked Securities 393,734 455,228

Equities 106,097 103,747

Pooled Investment Vehicles 705,154 728,467

Derivatives 80,641 95,624

1,742,457 1,824,850

Investment liabilities

Derivatives (39,056) (34,811)

Net investment assets 1,703,401 1,790,039

There are no individual investments exceeding 5% of the value of net assets.

Changes in investments

Market Value as at 1 April 2013

(£000)

Purchases at Cost and Derivative Payment

(£000)

Sale Proceeds and Derivative

Receipts (£000)

Change in Market Value

of Investments

(£000)

Market Value as at

31 March 2014 (£000)


Fixed Interest Securities 441,784 280,474 (245,388) (20,039) 456,831

Index Linked Securities 455,228 27,207 (58,354) (30,347) 393,734

Equities 103,747 18,626 (21,633) 5,357 106,097

Derivatives 60,813 766,182 (727,590) (57,820) 41,585

Pooled Investment Vehicles 728,467 142,017 (148,243) (17,087) 705,154

1,790,039 1,234,506 (1,201,208) (119,936) 1,703,401

Defined Contribution Section

Standard Life 15,090 2,826 (243) 1,318 18,991

1,805,129 1,237,332 (1,201,451) (118,618) 1,722,392

All assets within the Defined Contribution Section are designated to members. Transaction costs within the DB section incurred in the year amounted to £90,000 (2013: £19,000). In addition to these transaction costs, indirect costs are incurred through the bid-offer spread on investments within pooled investment vehicles. These costs are not separately advised to the Scheme.

The managed and unitised funds are managed by companies registered in the UK.




12. Investment assets and liabilities (continued)

Market Value at 31 March

2014 (£000)

Market Value at 31 March

2013 (£000)

Fixed Interest Securities

UK Quoted - Public Sector 336,725 308,336

UK Quoted - Other 10,382 17,122

Overseas Quoted - Public Sector 14,950 14,951

Overseas Quoted - Other 94,774 101,375

456,831 441,784

Index Linked Securities

UK Quoted – Public Sector 329,828 386,154

UK Quoted - Other 59,347 63,927

Overseas Quoted - Public Sector - 263

Overseas Quoted – Other 4,559 4,884

393,734 455,228

Equities

UK Quoted 41,838 45,710

Overseas Quoted 64,259 58,037

106,097 103,747

Pooled Investment Vehicles

UK Managed Funds - other 93,524 79,414

UK Unit Trusts - property 3,632 3,581

Non UK Managed Funds - other 607,998 643,258

Non UK Unit Trusts - property - 2,214

705,154 728,467

Derivatives

Futures - 24

Swaps 51,566 75,372

Options (27) (10)

Repurchase Agreements (11,246) (8,946)

Forward Foreign Currency Contracts 1,292 (5,627)

41,585 60,813

Total DB assets as disclosed above 1,703,401 1,790,039





Derivatives

In many global bond markets, the use of derivatives enables a readily tradable and low cost approach to manage risk exposures (hedging) and to generate returns.

Futures The Trustee did not want cash held to be “out of the market” and therefore bought futures contracts which had an underlying economic value broadly equivalent to cash held.

Futures (Exchange Traded) Expiration 2014

Assets (£000)

2014 Liabilities

(£000)

2013 Assets (£000)

2013 Liabilities

(£000)

Bonds - Euro Three Months 13 (13) 22 -

Bonds - US Dollar Three Months 13 (13) 2 -

26 (26) 24 -

=

Swaps

The Scheme uses derivatives to hedge part of the exposure of its liabilities to interest rates and inflation.

LPI inflation-linked swaps – These are used to hedge the inflation exposure of the Scheme’s LPI-linked liabilities. From 1

April 2004 the Scheme receives variable LPI linked payments and makes fixed payments with pre-determined increases, based on nominal values of £17m a year for the first 10 years, reducing by £0.5m a year for the next 15 years to £9.5m in the final year. These receipts and payments are credited or debited to the Fund Account on an accruals basis.

At the Scheme’s year end, the swaps are marked to market by the counterparty banks and this value is recorded as an asset or liability. This value reflects the present value of future cash flows associated with the transaction through to the termination date of 2029. The resulting gain or loss is credited or debited to change in market value in the Fund Account.

Interest rate and RPI inflation swaps – the Scheme entered into zero coupon interest rate swaps and RPI swaps as part of a

liability hedge extension exercise. Under these arrangements, the Scheme exchanges payments with its counterparties at the end of each contract based on the interest rates / inflation over the period of the contract. The longest maturity interest rate swap and the longest maturity inflation swap mature in 2064.

These LPI swaps, RPI swaps and zero coupon interest rate swaps are held as part of the segregated mandate with LGIM.

Collateral requirements, based on the mark to market value of the swaps, are calculated monthly. The amount held or lent by the Scheme as collateral at the Scheme’s year end is disclosed in Note 16.



Notes to the financial statements For the year ended 31 March 2014


Swaps (continued)

In addition, Fund Managers use swaps to adjust interest rate and yield curve exposures and credit default swaps to manage credit exposure without buying or selling securities outright. The year end open swap positions and their longest maturity dates are set out in the table below. Broadly, the longer the swap maturity, the more the value of the contract is exposed to inflation and interest rate movement. The greater the numbers of contracts that are in place, the greater the notional values are exposed. However, the table is a simple guide to overall exposure as it does not give a detailed analysis of the contracts and their construction which is fundamental in evaluating the Scheme’s exposure to inflation and interest rate variation.

Swaps Longest maturity

date 2014

Numbers Longest maturity

date 2013

Numbers

Credit Default Swaps December 2020 136 June 2019 135

Inflation Swaps September 2060 64 September 2060 64

Interest Rate Swaps September 2064 235 September 2060 244

435 443

=

The values of swaps at 31 March 2014 were as follows:

Swaps (OTC) Nature of

Swaps

Notional on Swaps (£000)

2014

Assets (£000)

2014

Liabilities (£000)

2013

Assets (£000)

2013

Liabilities (£000)

LGIM

RPI, LPI and Interest Rate Swaps 51,141,728 77,000 (25,858) 87,761 (12,446)

Pimco Credit Interest Rate 245,828 256 (11) 1,763 (1,596)

Pimco & Rogge Credit Default 178,485 743 (564) 712 (822)

77,999 (26,433) 90,236 (14,864)

Repos

A repo, also known as a “sale and repurchase agreement” allows the Scheme to use assets as collateral in order to generate leverage or lend excess cash at a cash rate of interest. In such agreements, the Scheme agrees to buy/sell the asset from/to a counterparty bank, but the Scheme also agrees to buy/sell back the same asset from the counterparty bank at a pre-agreed price at some later date known as the maturity date. As at 31 March 2014, the Scheme held one repo with LGIM that referenced the 2040 index-linked gilt with a market value of £11.3m and has a maturity date of 20 August 2014 with RBS as the counterparty. This repo was bought by LGIM from RBS. As at 31 March 2013, the Scheme held one repo with LGIM that referenced the 2040 index-linked gilt with a market value of £12.1m and has a maturity date of 21 August 2014 with HSBC as the counterparty. This repo was bought by LGIM from HSBC. As at 31 March 2013, the Scheme held two repos with PIMCO that referenced US TIPS. The first repo had a maturity date of 2 April 2013 with a market value of £1.65m with Barclays Capital as the counterparty. The second repo had a maturity date of 1 April 2013 with a market value of £1.51m with Barclays Capital as the counterparty. Both of these repos were sold by PIMCO to Barclays Capital.





Repos (continued)

Nature of Repos Underlying investment

Counter-party

Maturity

2014

Assets (£000)

2014

Liabilities (£000)

2013

Assets (£000)

2013

Liabilities (£000)

Repo – LGIM Index-Linked Gilts RBS

20 August 2014 - (11,246) - -

Repo – LGIM Index-Linked Gilts HSBC

21 August 2013 - - - (12,107)

Reverse Repo – Pimco US TIPS

Barclays Capital 1 April 2013 - - 1,515 -

Reverse Repo – Pimco US TIPS

Barclays Capital 2 April 2013 - - 1,646 -

- (11,246) 3,161 (12,107)

Options

The Trustee wants to benefit from the potentially greater returns available from investing in equities but wish to minimise the risk of loss of value through adverse equity price movements. During the year Investment Managers acting for the Scheme bought a number of option contracts that protect it from falls in value in the main markets in which the scheme invests.

Options (ET or OTC) Expiration 2014

Assets (£000)

2014 Liabilities

(£000)

2013 Assets (£000)

2013 Liabilities

(£000)

Purchased Put - Euro (ET) Within 1 Year - (16) - (1)

Purchased Put - USD (ET) Within 1 Year - (3) - (4)

Purchased Put - USD (OTC) Within 1 Year - (5) - -

Purchased Call - USD (ET) Within 1 Year - - 1 (4)

Purchased Call - USD (OTC) Within 1 Year - (3) - (2)

- (27) 1 (11)

=

=

Forward Foreign Currency Contracts

Investments in non UK Bonds are fully hedged into Sterling. Currency forwards are used as part of a currency overlay programme, with the aim of reducing price volatility as a result of exchange rate fluctuations. US Dollars and Euro exposure is hedged in the following proportions:-

Approximately 100% of investment grade credit

Approximately 50% of equity, alternative asset classes and alternative credit.

Settlement Date Currency 2014

Assets (£000)

2014 Liabilities

(£000)

2013 Assets (£000)

2013 Liabilities

(£000)

Within 1 Month US Dollar 995 (941) 373 (3,733)

Within 1 Month Euro 115 (131) - (802)

Within 1 Month Japanese Yen - - 19 (53)

Within 1 Month Other 4 - 15 -

Within 6 Months US Dollar 1,264 (64) 1,106 (3,131)

Within 6 Months Euro 234 (79) 658 (33)

Within 6 Months Japanese Yen - - 9 (32)

Within 6 Months Other 4 (109) 22 (45)

2,616 (1,324) 2,202 (7,829)




13a. Investment cash and other investment assets

DB Section as at

31 March 2014 (£000)

DC Section as at

31 March 2014 (£000)

Total as at

31 March 2014 (£000)

Total as at

31 March 2013 (£000)

Cash balances - UK 33,430 - 33,430 22,151

Cash balances - Overseas 14,908 - 14,908 18,995

Amounts due from Brokers 804 - 804 3,951

Tax receivable 58 - 58 33

Investment income accrued 5,314 - 5,314 5,529

54,514 - 54,514 50,659

13b. Investment cash and other investment liabilities

DB Section as at

31 March 2014 (£000)

DC Section as at

31 March 2014 (£000)

Total as at

31 March 2014 (£000)

Total as at

31 March 2013 (£000)

Cash – Futures Initial Margin 16 - 16 25

Amounts due to Brokers 12,585 - 12,585 16,177

12,601 - 12,601 16,202

14. Current assets

DB Section as at

31 March 2014 (£000)

DC Section as at

31 March 2014 (£000)

Total as at

31 March 2014 (£000)

Total as at

31 March 2013 (£000)

Contributions due in respect of:

- Employer - - - 676

Death benefits receivable - - - 828

Cash at bank 800 - 800 745

Cash at bank - designated to members

- 16 16 -

Other debtors - not designated to members 2 51 53 104

802 67 869 2,353

All contributions due from the employer have been paid subsequent to the year end and within the timescales required by the Schedule of Contributions.



Notes to the Financial Statements For the year ended 31 March 2014 15. Current liabilities

DB Section as at

31 March 2014 (£000)

DC Section as at

31 March 2014 (£000)

Total as at

31 March 2014 (£000)

Total as at

31 March 2013 (£000)

Unpaid benefits - not designated to members 218 - 218 1,962

Unpaid benefits - designated to members - 17 17 8

Accrued expenses 1,645 - 1,645 1,378

Other creditors - not designated to members 51 - 51 320

Tax due on pensions 928 - 928 952

2,842 17 2,859 4,620

16. Collateral

Collateral pledged to the scheme under its Swap contracts managed by each of the managers are set out below. A negative value indicates that the scheme must pledge collateral to its counterparties in aggregate under swap contracts held with that manager.

DB Section as at

31 March 2014 (£000)

DC Section as at

31 March 2014 (£000)

Total as at

31 March 2014 (£000)

Total as at

31 March 2013 (£000)

Legal & General 78,100 - 78,100 86,200

Pimco 300 - 300 300

78,400 - 78,400 86,500

LGIM Collateral held, is constituted primarily of Government Fixed Income Bonds (£51.8 m), together with Obligations to return cash collateral (£23.6 m) and Cash and accrued income due (£2.7 m). Pimco collateral (£0.3 m) relates to Broker Cash Received.

17. Self investment

The Trustee does not allow the Scheme to have any direct shareholdings in Crown Packaging UK Plc or associated companies. However, it is estimated that less than 0.1% of the Scheme's total assets will have been indirectly invested in Crown Packaging UK Plc or associated companies as at 31 March 2014 through the Scheme's pooled fund arrangements.

18. Commitments

Commitments for investment in Private Equity Funds of Funds that have not yet been called for at 31 March 2014 amounted to £29.1m (2013: £37.7m). Commitments for investment in the Global Infrastructure funds that have not yet been called for at 31 March 2014 amounted to £8.3m (2013: £9.3m).



Notes to the Financial Statements For the year ended 31 March 2014 19. The Metal Box AVC Plan

The Metal Box Additional Voluntary Contribution (AVC) Plan is linked to The Metal Box Pension Scheme. However, the investment of AVC’s is segregated from the Scheme’s investment portfolio and AVCs are invested directly with The Standard Life Assurance Company and the Equitable Life Assurance Society.

The AVC Plan has been established under a separate Trust and is administered on behalf of the Trustee by Standard Life and Equitable Life. The Accounts of The Metal Box Pension Scheme therefore do not reflect transactions relating to the AVC Plan.

A summary of the fund values relating to the AVC Plan is given below:-

Equitable Life

(£000) Standard Life

(£000) Total

(£000)

Fund value at 31 March 2014 2,878 15,962 18,840

Fund value at 31 March 2013 3,033 16,605 19,638

20. Related party transactions

There have been no related party transactions during the year (2013: None).

21. Subsequent events

There were no subsequent events requiring disclosure in these financial statements.



Independent Auditors' Statement about Contributions to the Trustee of The Metal Box Pension Scheme Our opinion In our opinion, the contributions required by the schedule of contributions for the Scheme year ended 31 March 2014 as reported in the summary of contributions have in all material respects been paid in accordance with the schedules of contributions certified by the Scheme actuary on 2 March 2011 and 19 December 2013. This opinion is to be read in the context of what we say in the remainder of this statement. What we have examined The summary of contributions for the Scheme year ended 31 March 2014, which has been prepared by the Trustee of the Metal Box Pension Scheme, is set out on the following page. What an examination of the summary of contributions involves Our examination involves obtaining evidence sufficient to give reasonable assurance that contributions reported in the summary of contributions have been paid in accordance with the relevant requirements. This includes an examination, on a test basis, of evidence relevant to the amounts of contributions payable to the Scheme under the schedule of contributions and the timing of those payments.

Our responsibilities and those of the Trustee

As explained more fully in the statement of Trustee’s responsibilities, the Scheme’s Trustee is responsible for preparing, and from time to time reviewing and if necessary revising, a schedule of contributions and for monitoring whether contributions are made to the Scheme by the employer in accordance with relevant requirements. It is our responsibility to provide a statement about contributions and to report our opinion to you. This report, including the opinion, has been prepared for and only for the Trustee as a body in accordance with section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Birmingham

9 September 2014



Summary of Contributions payable for the year ended 31 March 2014

During the year, the contributions payable to the Scheme by the Employer and Employees were as follows:-

Year to

31 March 2014

Year to 31 March

2014

Year to 31 March

2014

Employee Employer Total

£000 £000 £000

Required by the schedule of contributions

Normal Contributions - DB Section 2,587 12,078 14,665

Normal Contributions - DB Section (PPF Levy re-imbursement) - 374 374

Normal Contributions - DC Section (Trustee Credits) 1,650 1,161 2,811

Normal Contributions - DC Section (transferred to DB section) - 466 466

Augmentations of individual Members’ benefits - DB Section - 4,613 4,613

Deficit funding of Members’ benefits - DB Section - 20,696 20,696

Total required by Schedule of Contributions 4,237 39,388 43,625

Special Contributions - Exchange Options DB - 689 689

Special Contributions - Exchange Options DC - 1 1

Total of Contributions as per Fund Account 4,237 40,078 44,315

Signed on behalf of the Trustee: T Cartwright P Browett

} Directors

9 September 2014



Members’ Information The Pensions Department

Further information about the Scheme can be obtained by contacting Equiniti Paymaster:-

The Metal Box Pension Scheme, c/c Equiniti Paymaster, Sutherland House, Russell Way, Crawley, RT10 1UH

Telephone: +44 (0) 1905 613133

E-mail: [email protected] The Pensions Registrar

The Scheme is registered with the Registrar of Occupational and Personal Pension Schemes. The Registrar acts as a tracing agency for members of pension schemes who have lost touch with the trustees or providers of their previous schemes.

Pension Tracing Service, The Pension Service, Tyneview Park, Whitley Road, Newcastle-upon-Tyne NE98 1BA

Telephone: 0845 6002 537 (all calls charged at local rate) or +44 191 215 4491 (from overseas)

Internet: http://www.direct.gov.uk The Pensions Advisory Service (TPAS)

TPAS is available to assist members and beneficiaries of the Scheme in connection with:-

any pensions query they may have at any time; and

any difficulty which they have failed to resolve with the Scheme Administrator, the UK Pensions Manager, or the Trustee.

The Pensions Advisory Service, 11 Belgrave Road, London SW1V 1RB

Telephone: 0845 601 2923 (all calls charged at local rate)

E-mail: [email protected]

Internet: http://www.pensionsadvisoryservice.org.uk The Pensions Ombudsman

If TPAS fails to resolve any difficulty, the Pensions Ombudsman is available. The Ombudsman can help settle complaints and disputes of fact or law in relation to pension schemes. The Pensions Ombudsman can be contacted at the same address as TPAS:-

Telephone: +44 (0)20 7630 2200


Internet: http://www.pensions-ombudsman.org.uk The Pensions Regulator

The Pensions Regulator can intervene in the running of schemes where trustees, employers or professional advisers have failed in their duties.

The Pensions Regulator, Napier House, Trafalgar Place, Brighton BN1 4DW

Telephone: +44 (0)870 606 3636


Internet: http://www.thepensionsregulator.gov.uk



Ten Years’ Statistical Summary - 31st March 2014

Financial Summary (DB and DC combined)

2005 £m

2006 £m

2007 £m

2008 £m

2009 £m

2010 £m

2011 £m

2012 £m

2013 £m

2014 £m

Members’ contributions 5.0 4.7 4.4 4.3 4.3 4.3 4.3 4.2 4.3 4.2

Company contributions 12.0 43.1 13.3 11.3 12.6 14.4 21.9 39.1 39.3 40.1

Transfers in & other income

1.5 2.5 4.1 3.7 2.7 2.2 3.5 3.2 4.7 4.4

Contributions & transfer receipts

18.5 50.3 21.8 19.3 19.6 20.9 29.7 46.5 48.3 48.7

Benefits & administration expenses

65.8 69.4 80.4 81.1 82.9 85.1 88.4 92.1 96.5 98.7

Transfers out 1.2 0.7 1.5 0.9 1.2 1.0 3.2 2.3 1.1 3.8

Benefits, transfers & other payments

67.0 70.1 81.9 82.0 84.1 86.1 91.6 94.4 97.6 102.5

Contribution & transfer receipts less benefit outgoings

(48.5) (19.8) (60.1) (62.7) (64.5) (65.2) (61.9) (47.9) (49.3) (53.8)

Net investment return before change in market value

43.4 44.8 36.2 34.9 23.1 9.9 34.6 14.5 (1.2) 97.4

Total receipts less outgoings

(5.1) 25.0 (23.9) (27.8) (41.4) (55.3) (27.3) (33.4) (50.5) 43.6

Change in market value 65.0 150.5 53.7 (18.8) (246.7) 299.8 69.5 154.3 212.8 (118.6)

Net increase / (decrease) in the Fund

59.9 175.5 29.8 (46.6) (288.1) 244.5 42.2 120.9 162.3 (75.0)

Market value including current assets

1,396.8 1,572.3 1,602.1 1,555.5 1,267.4 1,511.9 1,554.1 1,675.0 1,837.3 1,762.3

From 2008, asset values are at bid price.

Annual Pension Increases 2005

% 2006

% 2007

% 2008

% 2009

% 2010

% 2011

% 2012

% 2013

% 2014

%

Pre 1 April 2008 accrual 3.2 2.4 4.2 4.1 0.1 3.7 5.0 3.9 3.3 2.8

Post 31 March 2008 accrual n/a n/a n/a n/a 0.1 2.5 2.5 2.5 2.5 2.5

Membership Summary 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Pensioners 10,003 9,974 10,031 9,995 9,953 9,949 9,851 9,836 9,841 9,861

Spouses / Dependants 3,191 3,229 3,279 3,283 3,271 3,302 3,255 3,236 3,165 3,131

Dependant Children 75 70 60 64 58 62 49 51 52 56

Total Pensioners / Dependants 13,269 13,273 13,370 13,342 13,282 13,313 13,155 13,123 13,058 13,048

Contributing Members - DB 2,589 2,108 1,878 1,762 1,665 1,559 1,444 1,345 1,239 1,036

Contributing Members - DC 208 240 279 339 364 407 473 541 628 1,328

Deferred Pensioners - DB 7,572 7,666 7,379 7,072 6,752 6,478 6,178 5,876 5,546 5,265

Deferred Pensioners - DC 14 50 66 81 98 107 122 132 143 192

Total Membership 23,652 23,337 22,972 22,596 22,161 21,864 21,372 21,017 20,614 20,869

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