IFRS Restatement

Johnson Matthey PLC
02 June 2005







                                For Release at 7.02 am on Thursday 2nd June 2005

   Restatement of Results for the year ended 31st March 2005 under International 
                  Financial Reporting Standards

Introduction
Johnson Matthey announced today its results for the year ended 31st March 2005
under current UK Generally Accepted Accounting Principles (UK GAAP).  Following
a European Union Regulation issued in 2002, the group will be reporting its
results in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union from 1st April 2005 and so in its Annual Report
and Accounts for the year ending 31st March 2006 all its financial information
will be presented under IFRS.  This announcement presents the group's results
converted from UK GAAP to IFRS for the year ended 31st March 2005.

Overview of impact on results for the year ended 31st March 2005
(unaudited)
                                                                       UK GAAP          IFRS        % change
Profit before tax                                                      £131.0m       £167.4m             +28
Earnings per share                                                       40.6p         53.0p             +31
Net assets                                                             £868.7m       £929.1m              +7


Reconciliations of profit before tax and net assets (unaudited)
                                                                                       Notes       £ million
Profit before tax under UK GAAP for the year ended 31st March 2005                                     131.0
   Discontinued operations                                                                 a            14.9
   Goodwill amortisation                                                                   b            20.9
   Goodwill amortisation on associates                                                     b             0.1
   Development capitalised in the year                                                     c             5.4
   Amortisation of capitalised development                                                 c           (1.1)
   Share options and long term incentive plan                                              d           (4.1)
   Employee benefits                                                                       e             0.3
                                                                                                       -----
Profit before tax under IFRS                                                                           167.4
                                                                                                       -----

Net assets under UK GAAP as at 31st March 2005                                                         868.7
   Goodwill amortisation                                                                   b            20.9
   Goodwill amortisation on associates                                                     b             0.1
   Net capitalised development                                                             c            15.5
   Bid value adjustment for post-employment schemes' assets                                e           (2.0)
   Additional accruals for other short term and long term employee                         e           (3.5)
   benefits
   Deferred tax adjustments                                                                g          (11.5)
   Dividends                                                                               h            40.9
                                                                                                       -----
Net assets under IFRS                                                                                  929.1
                                                                                                       -----



IFRS Consolidated Income Statement (Unaudited)
for the year ended 31st March 2005


                                                                                 IFRS adjustments
                                                                       Discontinued
                                                        UK GAAP          operations       Associates     Other      IFRS
                                         Notes        £ million           £ million        £ million £ million £ million
                                                                                                            

Revenue                                                 4,638.5              (12.3)               -         -    4,626.2
Cost of materials sold                                (3,878.5)                 4.7               -         -  (3,873.8)
Net revenues                                              760.0               (7.6)               -         -      752.4
Other cost of sales                       c, e          (389.0)                 5.5               -       10.9   (372.6)
Gross profit                                              371.0               (2.1)               -       10.9     379.8
Distribution costs                           e           (84.1)                 1.0               -        1.6    (81.5)
Administrative expenses                   d, e           (79.6)                 0.7               -      (2.8)    (81.7)
Goodwill amortisation                        b           (21.0)                 0.1               -       20.9        -
Acquisition integration costs                             (3.0)                  -                -         -      (3.0)
Rationalisation costs                                    (20.5)                  -                -         -     (20.5)
Loss on sale of discontinued 
operations                                   a           (15.2)                15.2               -         -         -
Loss on closure of UK gold and silver                    (13.2)                  -                -         -     (13.2)
bullion refinery
Operating profit                                          134.4                14.9               -       30.6     179.9
Finance costs                                f           (13.3)                  -               0.3        -     (13.0)
Net return on retirement benefits assets     e              9.2                  -                -      (9.2)        -
and liabilities
Share of profit of associates             b, f              0.7                  -             (0.3)       0.1       0.5
Profit before tax                                         131.0                14.9               -       21.5     167.4
Income tax expense                           g           (44.0)               (2.7)               -      (0.3)    (47.0)
Profit for the year from continuing                        87.0                12.2               -       21.2     120.4
operations
Loss for the year from discontinued          a               -                (6.4)               -         -      (6.4)
operations
Profit for the year                                       87.0                 5.8               -       21.2      114.0

Attributable to:
Equity holders of the parent company                      88.2                 5.8               -       21.0     115.0
Minority interest                           c            (1.2)                  -                -        0.2     (1.0)
                                                          87.0                 5.8               -       21.2     114.0





                                                                                                                  pence

Earnings per ordinary share attributable to the equity holders of the parent company
    Continuing operations
        Basic                                                                                                      55.9
        Diluted                                                                                                    55.8

    Total
        Basic                                                                                                      53.0
        Diluted                                                                                                    52.9



IFRS Consolidated Balance Sheet (Unaudited)
as at 31st March 2005


                                                                                   IFRS
                                                             UK GAAP        adjustments           IFRS
                                                Notes      £ million          £ million      £ million


Assets
Non-current assets
Property, plant and equipment                       c          604.9             (11.9)          593.0
Goodwill                                            b          354.2               20.9          375.1
Other intangible assets                             c             -                27.4           27.4
Investments in associates                           b            4.7                0.1            4.8
Deferred income tax assets                          g            0.8                2.4            3.2
Available-for-sale investments                                   1.9                 -             1.9
Retirement benefit net assets                       e           33.5               11.7           45.2
Total non-current assets                                     1,000.0               50.6        1,050.6

Current assets
Inventories                                      i, j          416.5            (109.2)          307.3
Current income tax assets                           g             -                 2.2            2.2
Trade and other receivables                                    363.4                 -           363.4
Available-for-sale investments                                   0.6                 -             0.6
Other current assets                                j             -                 7.1            7.1
Cash and cash equivalents                                       78.7                 -            78.7
Total current assets                                           859.2             (99.9)          759.3
Total assets                                                 1,859.2             (49.3)        1,809.9

Liabilities
Current liabilities
Trade and other payables                            h        (332.8)               38.5        (294.3)
Precious metal leases                               i        (102.1)              102.1             -
Current income tax liabilities                      g         (10.1)              (2.2)         (12.3)
Borrowings and finance leases                                 (36.8)                 -          (36.8)
Short term provisions                               j             -              (26.5)         (26.5)
Total current liabilities                                    (481.8)              111.9        (369.9)

Non-current liabilities
Borrowings and finance leases                                (411.5)                 -         (411.5)
Deferred income tax liabilities                  e, g         (29.7)             (16.9)         (46.6)
Employee benefits obligations                    e, j         (34.6)             (13.6)         (48.2)
Long term provisions                                j         (32.2)               28.3          (3.9)
Trade and other payables                                       (0.7)                 -           (0.7)
Total non-current liabilities                                (508.7)              (2.2)        (510.9)
Total liabilities                                            (990.5)              109.7        (880.8)
Net assets                                                     868.7               60.4          929.1

Equity
Share capital                                                  219.5                 -           219.5
Share premium                                                  139.8                 -           139.8
Shares held in employee share ownership trusts                (37.7)                 -          (37.7)
Other reserves                                                   6.3                 -             6.3
Retained earnings                                              533.5               60.2          593.7
                                                               861.4               60.2          921.6
Minority interest                                   c            7.3                0.2            7.5
Total equity                                                   868.7               60.4          929.1



IFRS Segmental Information (Unaudited)
for the year ended 31st March 2005


By business segment
For the accounts for the year ending 31st March 2006 the group will be organised into four operating divisions - 
Catalysts, Precious Metal Products, Pharmaceutical Materials and Ceramics. Each division comprises a reportable segment 
under IFRS. These divisions are different to those currently reported in the group's UK GAAP accounts (note l).

                                                    Precious   
                                                       Metal   Pharmaceutical
                                      Catalysts     Products        Materials   Ceramics   Eliminations     Total
                                      £ million    £ million        £ million  £ million      £ million £ million


Sales to external customers             1,157.2      3,171.0            131.8      166.2             -    4,626.2
Inter-segment sales                        34.8        496.2              0.2        9.5        (540.7)        -
Total revenue                           1,192.0      3,667.2            132.0      175.7        (540.7)   4,626.2
External sales excluding the value 
of precious metals                        672.1        224.8            124.6      166.2             -    1,187.7


Segment result before one-off items       122.5         52.0             39.8       18.8             -      233.1
Acquisition integration costs             (3.0)           -                -          -              -      (3.0)
Rationalisation costs                         -        (16.8)               -       (3.7)             -     (20.5)
Loss on closure of UK gold and 
silver bullion refinery                       -        (13.2)               -          -              -     (13.2)
Segment result                            119.5         22.0             39.8       15.1             -      196.4
Unallocated corporate expenses                                                                             (16.5)
Operating profit                                                                                            179.9
Finance costs                                                                                              (13.0)
Share of profit of associates                                                                                 0.5
Profit before tax                                                                                           167.4
Income tax expense                                                                                         (47.0)
Profit for the year from continuing 
operations                                                                                                  120.4
Loss for the year from discontinued 
operations                                                                                                  (6.4)
Profit for the year                                                                                         114.0

Segment assets                            907.2        237.1            326.5      155.7         (15.6)   1,610.9
Investments in associates                     -          4.7               -         0.1             -        4.8
Unallocated corporate assets                                                                                194.2
Total assets                                                                                              1,809.9

Segment liabilities                       142.3         79.9             22.1       32.3         (15.6)     261.0
Unallocated corporate liabilities                                                                           619.8
Total liabilities                                                                                           880.8

Segment capital expenditure                64.4         13.4             16.8        2.8             -       97.4
Capital expenditure on discontinued 
operations                                                                                                    1.1
Corporate capital expenditure                                                                                 2.4
Total capital expenditure                                                                                   100.9

Segment depreciation and amortisation      36.0         13.2              9.6        6.0             -       64.8
Depreciation on discontinued operations                                                                       0.8
Corporate depreciation                                                                                        2.0
Total depreciation and amortisation                                                                          67.6

Significant non-cash expenses other than    0.7          7.8              -           -              -        8.5
depreciation


By geographical segment

Pharmaceutical Materials is located in Europe and North America.  All of the other operations of the group have a 
presence in each of the geographical segments.

                                                                                       Rest of
                                                             North                         the
                                               Europe      America             Asia      World   Eliminations     Total
                                            £ million    £ million        £ million  £ million      £ million £ million

External sales by geographical destination    2,032.6        995.8          1,228.7      369.1             -    4,626.2
Carrying value of segment assets by location  1,234.2        378.4            141.6       86.4         (30.7)   1,809.9
Capital expenditure by location of assets        58.4         27.0              8.6        6.9             -      100.9



Notes on the IFRS Restatement (Unaudited)
for the year ended 31st March 2005


Basis of preparation
The restatement has been prepared on the basis of all IFRS and Standard Interpretations Committee (SIC) and
International Financial Reporting Interpretations Committee (IFRIC) interpretations currently issued by the 
International Accounting Standards Board (IASB) effective for 2005/06 reporting and adopted by the European Union.  In 
addition, the IASB issued an amendment to IAS 19 - 'Employee Benefits' in December 2004 which permits the full 
recognition of actuarial gains or losses that occur in the year outside the income statement in a similar way to FRS 17 
under UK GAAP.  Johnson Matthey has decided to adopt this amendment in 2005/06 and so has prepared this restatement on 
this basis.  The IASB is still issuing standards and interpretations which Johnson Matthey may decide
to adopt in 2005/06 and so there may be further adjustments to the restatement of the results for the year ended 31st
March 2005 which do not appear in this announcement.

Major differences between UK GAAP and IFRS
a)  Under IFRS 5  - 'Non-current Assets Held for Sale and Discontinued Operations' the post tax profit of
    discontinued operations and the post tax loss on disposal of those operations are disclosed as a single amount      
    towards the bottom of the income statement.  Also, under IFRS 1 - 'First-time Adoption of International Financial 
    Reporting Standards' goodwill recognised under previous GAAP as a deduction from equity is not transferred to the 
    income statement on disposal of the subsidiary.

b)  Under IFRS 3 - ' Business Combinations' amortisation of goodwill is no longer required but instead annual
    impairment reviews have to be performed.  Johnson Matthey has elected to take advantage of the exemption allowed 
    under IFRS 1 not to recalculate goodwill for all business combinations.  Therefore the group has not adjusted its 
    carrying amount of goodwill at 1st April 2004 (the group's date of transition) from that previously disclosed under 
    UK GAAP.  The only adjustment to goodwill on the balance sheet is to reverse all amortisation charged since 1st 
    April 2004.

c)  Under IAS 38 - 'Intangible Assets' the group has to capitalise all development expenditure which meet the
    recognition criteria laid down in the standard and then amortise the asset over its useful life once it is available
    for use.  Under UK GAAP Johnson Matthey did not capitalise any development expenditure.  Under IFRS, assets have 
    been recognised in Catalysts Division for some development expenditure on heavy duty diesel catalysts and fuel cell 
    components.  The group believes that all other development expenditure is for incremental improvements to existing 
    processes or for projects in an early stage of development and so no assets have been recognised.

    In addition, under IAS 38 any capitalised software that is not an integral part of the related hardware is
    reclassified from property, plant and equipment to intangible assets.

d)  Under IFRS 2 - 'Share-based Payment' the group has to recognise a charge to income in respect of the fair value
    of outstanding share options granted to employees and shares allocated to employees under the long term incentive 
    plan after 7th November 2002.  The fair value has been calculated using an adjusted Black-Scholes options valuation 
    model and is charged to income over the relevant vesting periods, adjusted to reflect actual and expected levels of 
    vesting.

e)  As Johnson Matthey has already adopted FRS 17, the recent UK GAAP standard for post retirement benefits, the only
    adjustments needed for post-employment benefits under IAS 19 - 'Employee Benefits' are to put the net return on 
    retirement benefits assets and liabilities into operating profit, to change the market value of the pension schemes'
    assets from mid-market value to bid value on the balance sheet and to move the deferred tax balances on the net 
    post-employment assets / obligations to deferred tax.

    The other adjustments under IAS 19 are to accrue for paid annual leave and other short and long term
    employee benefits.

f)  Under IAS 28 - 'Investments in Associates' the group's share of the profit of its associates is shown on a post
    tax basis, unlike UK GAAP where the group's share of the operating profit of its associates is shown and the group's
    share of its associates' interest and tax are shown in finance costs and income tax expense respectively.

g)  Under IAS 12 - 'Income Taxes' the group will be providing for deferred tax on capital gains rolled over, capital
    gains on intra group loans and capital losses which it did not provide for under UK GAAP.  Other adjustments are to 
    provide for deferred tax on the other IFRS accounting changes.  Also, IAS 12 does not allow the offset of tax assets
    and liabilities and so the group has grossed up its current tax assets and liabilities and its deferred tax assets 
    and liabilities.

h)  Under IAS 10 - 'Events After the Balance Sheet Date' dividends declared after the balance sheet date are
    not recognised as a liability on the balance sheet and so the group's final dividend has not been provided for
    on the balance sheet.

i)  Under IAS 17 - 'Leases' the group's precious metal leases are categorised as operating leases and so they, and
    the related inventory, are removed from the balance sheet and will be reported as a note on the
    accounts.

j)  There are a number of other reclassifications on the balance sheet mainly to separate out current and non-current
    assets and liabilities in accordance with IAS 1 - 'Presentation of Financial Statements'.



Notes on the IFRS Restatement (Unaudited)
for the year ended 31st March 2005


k)  Johnson Matthey has taken advantage of the exemption allowed under IFRS 1 not to restate comparative information
    in its accounts for the year ending 31st March 2006 to comply with IAS 32 - 'Financial Instruments: Disclosure and
    Presentation', IAS 39 - 'Financial Instruments: Recognition and Measurement' and IFRS 4 - 'Insurance
    Contracts'.  From 1st April 2005 the group will use hedge accounting for interest rate and foreign currency 
    instruments that meet the relevant hedging relationship criteria.

l)  When Johnson Matthey presents its segmental results for the year ending 31st March 2006 Colour Technologies,
    which currently forms part of Colours & Coatings Division, will be transferred to Precious Metal Products Division. 
    Ceramics, which comprises the remaining part of Colours & Coatings Division, will be shown as a separate segment.  
    Platinum group metal refining, currently part of Catalysts Division, will also be transferred to Precious Metal 
    Products Division.  The segmental information under IFRS for the year ended 31st March 2005 included in this 
    announcement on page 4 reflects the divisional structure that will appear in next year's accounts.






    Enquiries:

    Ian Godwin, Group Communications Manager                                       020 7269 8410
    Howard Lee, The HeadLand Consultancy                                           020 7036 0369
    Laura Hickman, Gavin Anderson & Co                                             020 7554 1400
    www.matthey.com



Cautionary Statement
This announcement contains forward looking statements that are subject to risk factors associated with, amongst
other things, the economic and business circumstances occurring from time to time in the countries and sectors in which 
the group operates.  It is believed that the expectations reflected in this announcement are reasonable but they may be 
affected by a wide range of variables which could cause actual results to differ materially from those
currently anticipated.

Johnson Matthey Public Limited Company
Registered Office: 2-4 Cockspur Street, Trafalgar Square, London SW1Y 5BQ
Telephone: [phone]
Internet address: www.matthey.com
E-mail: [e-mail]







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