Interim Results

Cookson Group PLC 26 July 2005 COOKSON GROUP PLC INTERIM REPORT TO SHAREHOLDERS 26 July 2005 First Half Year 2005 2004 2004 Revenue (£m) 795 817 -3% 1,652 Trading profit* (£m) 54.4 51.9 +5% 114.9 Return on sales 6.8% 6.4% +0.4% pts 7.0% Profit before tax (£m) - Headline* 39.9 37.2 +7% 85.0 - Basic 33.3 24.1 +38% 12.6 Earnings per share (pence) - Headline* 13.9 12.4 +12% 30.1 - Basic 8.5 4.4 (11.2) Free cash flow (£m) (22.8) (21.2) -£1.6m 51.6 Net debt (£m) 362.8 402.0 £39m lower 321.8 The above information is at reported exchange rates *Refer to the income statement attached for definitions • Trading profit up 5% • Return on sales increases 0.4 % points • 7% rise in headline profit before tax • Headline EPS up 12% • Net debt £39 million lower than June 2004 • Progress on strategy implementation • Disposals to date raise £13 million Commenting on the results, Nick Salmon, Chief Executive, said: 'The results for the first half of 2005 were in line with the guidance provided in May. The Group's performance benefited from a more profitable second quarter when compared to the first quarter. Over the first six months of 2005, we have also made good progress in implementing our strategy to improve the operational performance of our core businesses and to dispose of non-core businesses and surplus properties. The Ceramics division has recorded excellent results on the back of continued strong growth in global steel production. The Electronics division has experienced mixed market conditions globally, with strong growth in the Asia Pacific region offset by more challenging conditions in NAFTA and Europe. Its Laminates sector continues to face difficult markets and has made a loss in the first half, necessitating further restructuring in Europe and USA. The Precious Metals division has had to cope with continued weakness in retail markets but, despite very low volumes, has remained profitable. The outlook for our markets remains unclear but we are confident that we are taking the necessary steps to reduce our cost base and implement the strategy we set out in January. Given the market conditions we are currently experiencing, we would expect overall performance for the full year to be slightly better than that achieved in 2004.' IFRS The results for the Group for the first half of 2005 and comparative periods have been restated in accordance with International Financing Reporting Standards (IFRS). The impact on the Group's 2004 financial statements of its transition to IFRS was communicated to shareholders on 22 July 2005 by way of a press and RNS announcement and is available on the Company's website www.cooksongroup.co.uk. STRATEGY - PROGRESS As announced in January 2005 and as described in our 2004 Annual Report, our strategy focuses on performance enhancement, debt reduction and the disposal of non-core activities. Our objectives include improving profitability, with targeted return on sales by 2007 of 10% in both the Ceramics and Electronics divisions and a return on net sales (i.e. excluding the precious metals content) of 15% for the Precious Metals division. We also plan to reduce total debt significantly over the next 2-3 years. This will be achieved through a combination of strong operational cash flow - from improved profitability and working capital management - and a disposal programme which aims to raise over £100 million from the sale of a number of non-core activities and assets by the end of 2006. In addition, we intend to resume a sustainable dividend payment as soon as possible with dividends funded from free cash flow. There are four main components to advancing this strategy and progress is being made in all of them: • Products and Markets We continue to focus on higher margin products with higher technology content, maintaining our investments in R&D and exiting commodity activities such as rigid laminates and certain types of ceramic bricks. Examples of new products where we are seeing encouraging sales growth in 2005 include thin slab caster nozzles and solar crucibles in the Ceramics division, lead-free products, GETEK (TM)laminates and copper damascene in the Electronics division and our newly-launched tarnish resistant silver alloy Argentium (R) in the Precious Metals division. • Investment and Restructuring We continue to balance production facilities and customer markets geographically, progressively investing in emerging economies while restructuring as necessary in the more mature markets. Examples from the first half of 2005 include: Ceramics - NAFTA: modernisation and rationalisation of plants in the USA and Mexico (completed). - South Africa: rationalisation of two plants into one (launched). - China, Brazil, Poland: additional production capacity for flow control products (nearing completion). - China: increasing Cookson's shareholding in its joint venture with Wuhan Steel from 25% to 50% plus capacity expansion (completed). Electronics - Germany and Sweden: reduction of laminates capacity in Germany and streamlining production in Sweden (underway). - Europe: rationalisation of certain Chemistry sector activities and reduction of overheads (underway). - NAFTA: Chemistry capacity expansion in Mexico and closure of a factory in California and related overhead reductions (nearing completion). - China: additional laminates production capacity (complete, further phase now planned); new R&D technology centres in Shanghai and Shenzhen (completed). - Singapore: Semiconductor packaging workforce reduction (completed). Precious Metals - USA: 8% reduction in workforce and consolidation onto one main site (completed). - Europe: restructuring of operations in France, exiting manufacturing and relocating the sales force (nearing completion). • Cost reduction By simplifying our structure and processes we can take out substantial overhead costs. Progress has been made in many areas, particularly in the Group and Electronics division headquarters. In common with a number of other UK companies, we are now examining the required steps to de-register as a foreign private issuer with the U.S. Securities and Exchange Commission, which would save significant administrative and audit costs. We also continue to focus on improving our materials purchasing efficiency to control our raw material costs via centralised global procurement initiatives and sourcing from lower cost countries. • Disposals: To date, the following disposals of non-core activities and surplus properties have been completed and cash proceeds received: Proceeds Date Closed Revenue Trading 2004 Profit 2004 Fraternity Rings £3.0m Dec 2004 £2.5m £0.3m Technical Ceramics £4.7m June 2005 £4.6m £1.0m Conference Centre £1.3m June 2005 Redundant Properties £4.4m June 2005 Total £13.4m The disposal programme is at an early stage and we remain confident that we will achieve the target of raising £100 million from disposals by the end of 2006. Conclusion We are satisfied with the progress in implementing our strategy achieved over the last six months. We expect to maintain progress in all four of the above areas and to announce new related developments through the second half of 2005. CURRENT OUTLOOK The strong growth in global steel production, which benefited our Ceramics division in the first half, is expected to moderate in the third quarter as global inventories correct. While we have limited visibility beyond this point, we expect growth to resume in the fourth quarter. In our Electronics division's global markets there are mixed signals of continued growth in Asia-Pacific balanced by further slowdowns in NAFTA and EU markets. The Precious Metals division has experienced weak retail market conditions in the USA and Europe. Whilst it is clearly too early to be specific on trends for the rest of the year, the level of activity in the second half should improve on that of the first given the influence on jewellery sales of the normal holiday period and Christmas season. The outlook for our markets remains unclear but we are confident that we are taking the necessary steps to reduce our cost base and implement the strategy we set out in January. Given the market conditions we are currently experiencing, we would expect overall performance for the full year to be slightly better than that achieved in 2004. DIRECTORATE Mike Butterworth was appointed to the Board on 15 June 2005 and will replace Dennis Millard as Finance Director when Mr. Millard leaves the Company, as previously announced, at the end of July. Jeff Hewitt joined the Board on 1 June 2005 and was appointed Chairman of the Audit Committee on that date. Mr Hewitt replaces Kent Atkinson who resigned from the Company in April 2005. Gian Carlo Cozzani, executive Director and Chief Executive of the Ceramics Division is to step down from the Board on reaching retirement age on 6 October 2005. His designated replacement as Chief Executive of the Ceramics Division, Francois Wanecq, joined the Group last month thereby ensuring a smooth transition. REVIEW OF OPERATIONS Note: The data provided in the tables on pages 5 to 14 are at reported exchange rates. Group First Half Year 2005 2004 2004 Revenue (£m) 795 817 1,652 Trading profit (£m) 54.4 51.9 114.9 Return on sales 6.8% 6.4% 7.0% Group revenue in the first half of 2005 was 3% lower than the same period last year at both reported and constant exchange rates. Revenue for the Ceramics division was up 3% over the previous half year and the Electronics division revenue was virtually unchanged, whereas that of the Precious Metals division was down 22%. Revenue for the Group's operations in the Asia-Pacific region continued to grow strongly, now representing over 20% of Group revenue, whereas for operations in NAFTA and Europe, revenue was down on 2004. Despite the decrease in revenue, trading profit of £54.4m in the first half of 2005 was 5% higher than the same period in 2004 at both reported and constant exchange rates. The £2.5 million increase in trading profit in the first half of 2005 arose from: a £6.7 million increase by the Ceramics division; Group Corporate costs being £0.5 million lower than in the previous year, partly offset by decreases in trading profits of £3.6 million and £1.1 million by the Electronics and Precious Metals divisions respectively. Revenue of £408 million in the second quarter was 4% down year-on-year though trading profit of £32.7 million was £3.5 million (12%) higher, more than offsetting the £1.1 million shortfall in the first quarter. Ceramics division First Half Year 2005 2004 2004 Revenue (£m) 368 358 740 Trading profit (£m) 34.4 27.7 60.0 Return on sales 9.3% 7.7% 8.1% Revenue for the Ceramics division in the first half of 2005 was 3% higher than the same period last year and up 2% at constant exchange rates. Excluding the revenue of the brick-making businesses that were sold in December 2004, revenue for the division for the first half of 2005 was up 8% at reported exchange rates. Trading profit of £34.4 million was 24% higher than the first half of 2004 and rose by 22% at constant exchange rates. Trading profit in the second quarter of £20.2 million was up 30% at constant exchange rates over the same period last year. This reflects the continuing improvement in profitability by the division and, as a consequence, the division's return on sales improved further, rising from 7.7% in the first half of 2004 to 9.3% in the period under review. Iron and Steel The Iron and Steel sector supplies flow control products that control and protect the stream of molten metal as it passes through the continuous cast steelmaking process; bricks and monolithic linings to contain molten steel; and construction and installation services. The sector is the division's largest, accounting for over 70% of the division's revenue. Global steel production, to which the majority of this sector's sales are directly linked, rose by 8% to record levels in the first half of 2005. In the sector's two largest markets, the enlarged European Union and NAFTA, which account for some 45% and 30% of the sector's revenue, steel production was down some 2% year-on-year. In the fast growing Asia-Pacific region, which accounts for some 15% of the sector's total revenue, steel production continued to grow strongly, mainly due to a 28% rise in steel production in China and a 12% rise in India, both key markets for the sector. Revenue for the Iron and Steel sector rose by 7% to £262 million at constant exchange rates in the first half, boosted by strong underlying volume growth as well as price increases, and by more construction and installation projects. In the second quarter, consistent with the slowdown in the year-on-year growth rates in steel production in the regions in which the sector operates, revenue growth moderated and was up 6% at constant exchange rates in comparison with the second quarter of the previous year. Overall, gross margins were maintained despite increases in raw material and energy costs and an increase in relatively lower-margin construction and installation activity. In addition, a reduced level of overhead costs was achieved, mainly as a result of the rationalisation programmes initiated in operations in the USA in the second half of last year and from the increase in capacity in Mexico. As a result, trading profit for the sector in the first half improved over the previous year. In the first quarter, a programme to rationalise the sector's activities in South Africa commenced, which includes the relocation of activities onto a single site. The one-off rationalisation costs for this initiative, and for the completion of the above-mentioned ones in the USA, amounted to £1.1 million in the first half. Foundry and Industrial Processes These sectors produce heat containment and flow control products and other speciality ceramics products for a wide variety of industries and applications. Activities in Europe and NAFTA account for some 50% and 40% respectively of the sector total. Revenue for these sectors of £72 million was up 1% at constant exchange rates over the first half of 2004. This was generally in line with activity levels in the end markets in which they operate in their main geographic regions. As with the Iron and Steel sector, profits rose on the back of improved gross margins and a lower cost base. Glass The sector produces flow control and brick/lining products for the glass industry as well as crucibles for making solar energy products. In the first half, revenue of £34 million was down on the previous year but, excluding the revenue of the European brick businesses sold in 2004, revenue was 22% higher than the previous year at constant exchange rates. As a result, profitability rose strongly, boosted by an excellent performance by the sector's operations in Eastern Europe and China. In the second quarter, the sector's US technical ceramics business, McDanel, was sold. This business had revenue of £2.1 million in the six month period to the date of sale (£4.6 million for the full year in 2004) and contributed some £0.3 million of the sector's trading profit in the first half. Electronics division First Half Year 2005 2004 2004 Revenue (£m) 309 308 625 Trading profit (£m) 20.9 24.5 52.8 Return on sales 6.8% 8.0% 8.4% Revenue for the division was virtually unchanged over the first half of last year at both reported and constant exchange rates. This broadly reflected market conditions in the global electronics industry, where activity levels reached a plateau in the first half of 2005 following a period of strong growth in 2004. In the second quarter, underlying global activity levels in the electronics industry slowed, resulting in a 2% year-on-year decrease in revenue. Conditions were challenging in the NAFTA and European operations, each accounting for some 30% of the division's revenue; accordingly, revenue was down on the previous year. For the Asia-Pacific region, which accounts for some 40% of the division's revenue, strong growth in market demand continued, and revenue grew robustly, though the year-on-year rate of growth moderated in the second quarter. Trading profit of £20.9 million for the first half of 2005 was down £3.6 million (14%) on the previous year at both reported and constant exchange rates, with the majority of the shortfall (£2.9 million) arising in the Laminates sector. As a consequence, return on sales decreased from 8.0% to 6.8%. Profits in the second quarter of 2005 of £12.5 million were £1.1 million lower than the second quarter last year due to losses in the Laminates sector. A number of cost-saving initiatives were put in place in the first half for which rationalisation charges of £6.0 million were recognised in the period as detailed under each sector below. Assembly Materials First Half Year 2005 2004 2004 Revenue (£m) 139 135 280 Trading profit (£m) 11.2 11.0 24.2 Return on sales 8.1% 8.1% 8.6% Some 70% of the products of the Assembly Materials sector are sold into the PCB assembly and semi-conductor packaging markets of the electronics industry, with the balance for industrial and medical applications. Revenue for the sector was up 3% and by 4% at constant exchange rates over the previous year. However, most of this increase related to higher tin prices being passed onto customers, reducing the underlying rate of increase to approximately 1% at constant exchange rates. The average price of tin in the first half was c. 7.5% higher in sterling terms than the same period last year though, by the end of the first half of 2005, the tin price was similar to that at the end of the first half of 2004. Tin is the primary raw material used in the manufacture of the majority of the sector's products and the cost of tin in the first half of 2005 was equivalent to some 35% of the sector's revenue. Revenue for the core solder products range grew strongly in the Asia-Pacific region (some 45% of the total), but decreased in the NAFTA and European operations, and revenue of semi-conductor packaging products for the Asia-Pacific market was down on the previous year. Trading profit for the sector of £11.2 million was up 2% versus the previous year at reported and constant exchange rates. Improvements in profits in the core solder products and speciality coating operations were achieved, however, this was held back by lower profits from the semi-conductor packaging products business. A one-off rationalisation charge of £0.6 million has been taken to cover the costs of reducing the workforce of semi-conductor packaging activity in Asia and for the completion of similar programmes initiated in Europe last year. Chemistry First Half Year 2005 2004 2004 Revenue (£m) 105 107 213 Trading profit (£m) 11.9 12.8 27.8 Return on sales 11.3% 12.0% 13.1% The Chemistry sector's products are primarily plating chemicals for PCB fabrication and the general electronics industry and, in equal measure, for other industrial and automotive applications. Revenue for the sector was 2% lower than the first half of 2004 at reported and constant exchange rates. In the NAFTA operations, which account for some 30% of the total, revenue was well down on the previous year, mainly due to weak demand for PCB related products and temporary de-stocking in the first quarter by the sole distributor of high margin copper damascene products for the semi-conductor market. This followed a build up in inventory of this product in the fourth quarter of 2004. The underlying demand for copper damascene, however, remains healthy and the over-stocking in the first quarter was cleared by the end of the second quarter. Revenue in the European operations, which account for some 50% of the total, was up on last year with growth in products for the automotive market a feature. In the Asia-Pacific region, revenue was unchanged, mainly due to a decrease in sales of lower margin industrial products offsetting growth in those directed at the PCB market. The fall in revenue in the high margin copper damascene products and the generally weak performance in the NAFTA operations resulted in profits in that region being well down on last year, offsetting strong increases in profits in the European and Asia-Pacific operations. As a result, trading profit for the sector of £11.9 million in the first half was 7% down on 2004 at reported exchange rates but only 4% down at constant exchange rates. Cost savings initiatives in Europe and the USA, as outlined in the strategy update above, resulted in a one-off rationalisation charge of £1.5 million. Laminates First Half Year 2005 2004 2004 Revenue (£m) 65 66 132 Trading profit (£m) (2.2) 0.7 0.8 Return on sales (3.4)% 1.1% 0.6% Following an increase in revenue in the first quarter of 2005 over the previous year, revenue in the second quarter plateaued and, as a result, was down 8% on the strong volumes experienced in the second quarter of last year. This, in turn, resulted in revenue for the first half at reported exchange rates being 2% lower than that of the first half of 2004, though unchanged at constant rates. Revenue in the US and European operations, which collectively account for some 50% of the total, was well down on the previous year, offsetting strong growth in the Asia-Pacific operations. This fall in revenue arose despite some increases in prices to cover higher raw material costs. Volumes of the higher margin products, such as GETEK(TM) and other high temperature/reliability laminates, held up well. As a consequence of the fall in revenue, the sector recorded an operating loss of £2.2 million in the first half in comparison with a profit of £0.7 million in the same period last year. The US operations recorded an unchanged loss versus that of the previous year, Asia-Pacific remained profitable whereas the European operations moved from break-even into heavy loss. As outlined previously, a number of initiatives are underway to improve the sector's profitability. These include a programme to increase the level of sales of higher margin products, to increase capacity further in the fast growing Asia-Pacific region and to rationalise activities in Germany and Sweden. With regard to the latter, this programme is well underway and a charge of £3.9 million for this and the completion of initiatives in the USA has been recognised in the first half. Precious Metals division First Half Year 2005 2004 2004 Revenue (£m) 118 151 288 Net Sales Value (£m) 47 60 116 Trading profit (£m) 2.7 3.8 11.0 Return on net sales value 5.7% 6.3% 9.5% Trading conditions for the Precious Metals division remained difficult in the first half due to unprecedented falls in demand for jewellery products in the UK and Continental Europe, which collectively account for some 45% of the division's activities, together with weak consumer confidence in these regions and in the USA. As a result, revenue for the division was down 22% in the first half at reported and 21% at constant exchange rates and, after excluding the precious metals content, net sales value was also down 21% at constant exchange rates. Demand for the division's higher margin gold-based products remained weak, especially in the UK where hallmarking of gold jewellery items has fallen by 16% in the first half, though volumes of relatively lower margin silver products was less affected. Trading profit for the division of £2.7 million was well down on last year at both reported and constant exchange rates, though the decrease in profits was partially mitigated by the benefits of the recently completed restructuring of the European operations that commenced in 2004. As a result, the return on net sales value was down only 0.6%. As previously reported, in response to the weak market conditions in the USA and to Tiffany increasing its level of in-house manufacturing, a programme was initiated in the second quarter to reduce the US workforce by 8% and to consolidate most activities in the region onto a single site. As a result, a one-off charge of £0.6 million has been raised in the first half. Group Corporate The Group's corporate costs, being the costs directly related to managing the Group holding company, were £3.6 million in the first half which was £0.5 million lower than 2004. Costs for the full year 2004 amounted to £8.9 million and, following a programme to streamline activities, the expectation is for a further year-on-year decrease in costs in the second half. GROUP FINANCIAL REVIEW First Half Year 2005 2004 2004 Profit Before Tax (£m) - headline 39.9 37.2 85.0 - basic 33.3 24.1 12.6 Earnings per share (pence) - headline 13.9 12.4 30.1 - basic 8.5 4.4 (11.2) Free cash flow (£m) (22.8) (21.2) 51.6 Net debt (£m) 363 402 322 Profit before tax Headline profit before tax was £39.9 million for the first half of 2005, which was £2.7 million higher than the same period in 2004. The increase arose as follows: • £2.6 million increase in trading profit at constant exchange rates for Group operations, as analysed in the Review of Operations above • £0.1 million negative trading profit exchange rate translation variance • £1.1 million lower charge for net interest payable for ongoing activities mainly due to a decrease of some £35 million in the average level of borrowings (average rates on gross borrowings were 7.0% in the first half) partly offset by: • £0.9 million decrease in income from joint ventures from £1.3 million to £0.4 million, primarily in the Chemistry sector's Japanese joint venture; this shortfall was anticipated following an exceptionally high level of profitability in the first quarter of 2004. A net charge for the following items not related to trading profit amounting to £6.6 million was incurred in the first half of 2005 (2004: £9.9 million). This consisted of the following: - one-off rationalisation costs of £7.7 million (2004: £11.0 million), of which £4.0 million related to a non-cash write down of assets. - amortisation of intangibles of £0.4 million - profit on disposal of surplus properties of £1.6 million (2004: £1.1 million). - £1.2 million write-off of prior period debt refinancing costs. - £1.1 million profit on disposal of operations Group profit before tax and after the above items amounted to £33.3 million in the first half of 2005. This compares with £24.1 million in the same period last year. Taxation The tax charge and effective tax rate for ongoing activities was £11.9 million and 30% respectively (2004: 30%). A tax charge of £3.5 million arose for exceptional items. Earnings per share Headline earnings per share amounted to 13.9 pence per share which was 12% higher than the 12.4 pence per share in 2004. Basic earnings per share amounted to 8.5 pence per share, compared with 4.4 pence per share in 2004. The calculation of earnings per share is based on 188 million shares in issue in both periods and takes into account the 1 for 10 share capital consolidation that was approved by shareholders and effected in May 2005. Dividends While no dividends have been declared for the first half of 2005, it is the Board's intention to return to the dividend list as soon as possible, with dividends paid on a sustainable basis from free cash flow. Cash flow Net cash from operating activities In the first half of 2005, the Group's net cash outflow from operating activities was £16.8 million, £7.0 million higher than in the first half of 2004, with the net increase made up as follows: - £2.6 million higher cash outlay for rationalisation of activities - £0.4 million increase in tax payments, and - £17.9 million net outlay for other operating provisions and other items, including £2.5 million higher payments to 'top-up' the UK and US defined benefits pension funds and £6.0m additional incentive payments to employees throughout the Group, with the remainder arising from movements on other non-trading debtors and creditors partly offset by: - £2.6 million higher profit from operations after the add-back of non-cash items - £10.8 million lower cash outflow for trade working capital. - £0.5 million less net interest paid. Cash outflow for rationalisation was £8.1 million of which £3.0 million related to programmes that were initiated in 2005 and the balance from prior period initiatives, with the largest being the restructuring of the European Precious Metals activities and the Laminates operations in Germany. Trade working capital rose by £42.8 million in the first half, a consistent seasonal trend to that of the prior year (up £53.6 million) and in years prior to that. The ratio of average working capital to sales was marginally higher than the same period last year at 21.4%. Net cash from investing activities Capital expenditure. Payments to acquire property, plant and equipment in the first half of 2005 were £13.8 million which represented 58% of depreciation (2004: 61%). Proceeds from the sale of redundant properties, in the USA and France, were £5.7 million (2004: £2.9 million). Dividends from joint ventures. Dividends of £4.7 million were received in the first half (2004: £2.2 million) from the Chemistry division's Japanese joint venture. Acquisitions and disposals. Net cash outflow for acquisitions and disposals in the first half of 2005 was £4.5 million which included the following: - an increase in the Ceramics division's joint venture interest with Wuhan Steel Corp in China from 25% to 50% for £2.3 million - deferred consideration for prior period acquisitions of £1.6 million - trailing costs and purchase price adjustments for prior period disposals of £3.7 million - proceeds from the disposal of businesses, net of cash, of £2.4 million Free cash flow Free cash flow is defined as net cash flow from operating activities after net outlays for acquisitions and disposals of fixed assets, dividends from joint ventures and dividends paid to minority shareholders. Free cash outflow for the first half of 2005 was £22.8 million which was £1.6 million higher than the £21.2 million outflow in the first half of 2004. The Group traditionally experiences free cash outflows in the first half of the year. This is then followed by inflows in the second half, mainly due to the seasonality of trade working capital cash flows and generally higher trading profits in the second half. The annualised free cash inflow for the year ended June 2005, was £50.0 million. This compares with the £51.6 million cash inflow in the year ended December 2004. Net cash flow before financing and net debt Net cash outflow before financing for the first half of 2005 was £24.7 million and, together with a £3.1 million outflow for financing activities, net cash outflow for the first half was £27.8 million. This, together with a negative translation exchange rate effect of £13.2 million, mainly due to the decrease in the value of sterling from $1.92 to $1.83 over the six month period, resulted in net debt rising from £321.8 million at 31 December 2004 (restated to IFRS) to £362.8 million in the first half of 2005. However, net debt is £39 million lower than in June 2004. As at 30 June 2005, the Group had gross borrowings of £394 million which were drawn on available medium to long-term committed facilities of c. £500 million. The Group's net debt comprises the following: 30 June 31 December 30 June 2005 2004 2004 £m £m £m US Private Placement loan notes 298 297 312 7% Convertible Bonds - - 80 Committed bank facility 68 40 10 Other loans 14 16 17 Asset securitisation and lease financing 15 13 15 Gross borrowings 395 366 434 Cash (32) (44) (32) Net Debt 363 322 402 The US Private Placement loan notes ($570 million) are repayable at various dates between 2007 and 2012. $25 million of notes were repaid on maturity in May 2005. A new unsecured committed bank facility for £200 million was arranged in March 2005 on improved pricing and terms. The facility matures in March 2008, with options to extend by a further 2 years. Only £68 million was drawn on this facility at June 2005. PENSION FUND AND OTHER POST-RETIREMENT OBLIGATIONS At 30 June 2005, a liability of £213.6 million is recognised in respect of employee benefits; an increase of £23.7 million over the £189.9 million as at 31 December 2004. This increase results from an interim actuarial valuation of the Group's defined benefit pension and other post-retirement obligations as at 30 June 2005. Of the total liability, £166.8 million relates to the combined deficits on the Group's principal defined pension schemes in the UK and the USA, £12.7 million to pension arrangements in the Rest of the World, and £34.1 million to unfunded post-retirement benefit arrangements, being mainly healthcare benefit arrangements in the USA. The valuations represent a 'roll-forward' from the last full individual scheme valuations which, in the case of the UK pension scheme, was 31 December 2003, and for the US pension schemes was 31 December 2004. For the UK and US pension schemes, the principal component of the increase in the combined valuation deficit in the first half of 2005 resulted from a change in actuarial assumptions, namely a reduction in discount rates. For valuation purposes, the discount rates used were 5.0% for the UK (December 2004: 5.25%) and 5.25% for the USA (December 2004: 5.75%). The total charge to the income statement for the first half of 2005 in respect of the Group's defined benefit pension and other post-retirement obligations was £7.9 million (2004: half year £8.0 million; full year £15.6 million). Shareholder/analyst enquiries: Nick Salmon, Chief Executive Cookson Group plc Dennis Millard, Group Finance Director Tel: + 44 (0)20 7061 6500 Isabel Vilela, Investor Relations Manager Press enquiries: John Olsen Hogarth Partnership Tel: +44 (0)20 7357 9477 Cookson management will make a presentation to analysts on 26 July at 9:30 am (UK time). This will be broadcast live on Cookson's website, www.cooksongroup.co.uk. An archive version of the presentation will be available on the website later that day. Forward Looking Statements This report contains certain forward looking statements regarding the Group's financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this document that are not historical facts are hereby identified as 'forward looking statements' for the purpose of the safe harbour provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Such forward looking statements, including, without limitation, those relating to the future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, in each case relating to Cookson, wherever they occur in this document, are necessarily based on assumptions reflecting the views of Cookson and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward looking statements. Such forward looking statements should, therefore, be considered in light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward looking statements include without limitation: economic and business cycles; the terms and conditions of Cookson's financing arrangements; foreign currency rate fluctuations; competition in Cookson's principal markets; acquisitions or disposals of businesses or assets; and trends in Cookson's principal industries. The foregoing list of important factors is not exhaustive. When relying on forward looking statements, careful consideration should be given to the foregoing factors and other uncertainties and events, as well as factors described in documents the Company files with the UK and US regulators from time to time including its annual reports and accounts. Such forward looking statements speak only as of the date on which they are made. Except as required by the Rules of the UK Listing Authority and the London Stock Exchange and applicable law, Cookson undertakes no obligation to update publicly or revise any forward looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this report might not occur. Cookson Group plc 265 Strand, London WC2R 1DB, United Kingdom Tel: +44 (0) 20 7061 6500 Fax: +44 (0) 20 7061 6600 www.cooksongroup.co.uk Registered in England & Wales No. 251977 Independent review report to Cookson Group plc Introduction We have been engaged by the company to review the financial information set out on pages 17 to 25 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Listing Rules of the Financial Services Authority. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual financial statements except where any changes, and the reasons for them, are disclosed. As disclosed in note 1 to the financial information, the next annual financial statements of the group will be prepared in accordance with IFRSs adopted for use in the European Union. The accounting policies that have been adopted in preparing the financial information are consistent with those that the directors currently intend to use in the next annual financial statements. There is, however, a possibility that the directors may determine that some changes to these policies are necessary when preparing the full annual financial statements for the first time in accordance with those IFRSs adopted for use by the European Union. This is because, as disclosed in note 1, the directors have anticipated that certain standards, which have yet to be formally adopted for use in the EU, will be so adopted in time to be applicable to the next annual financial statements. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 Review of interim financial information issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2005. KPMG Audit Plc Chartered Accountants 26 July 2005, London Group Income Statement For the six months ended 30 June 2005 Note Half year Half Full year year 2005 2004 2004 £m £m £m Revenue 2 794.7 816.7 1,652.5 Manufacturing - raw materials (359.5) (364.3) (755.8) costs - other (218.3) (226.2) (447.1) Administration, selling and distribution costs (162.5) (174.3) (334.7) Trading profit 1,2 54.4 51.9 114.9 Rationalisation of operating activities 3 (7.7) (11.0) (22.7) Amortisation and impairment of intangibles (0.4) (0.4) (0.8) Profit/(loss) relating to fixed assets 1.6 1.1 (16.8) Profit from operations 2 47.9 41.6 74.6 Finance income: 4 Ongoing activities 1.4 1.7 3.4 Income from swap close-out - 2.7 5.4 Finance costs: 4 Ongoing activities (16.3) (17.7) (35.6) Write-off of prepaid debt-raising fees (1.2) - - Share of post-tax profit from joint ventures 0.4 1.3 2.3 Profit/(loss) on disposal of operations 5 1.1 (5.5) (37.5) Profit before tax 33.3 24.1 12.6 Income tax costs: 6 Ongoing activities (11.9) (11.3) (24.3) Other income tax costs (3.5) (2.0) (5.3) Profit/(loss) for the period 17.9 10.8 (17.0) Profit attributable to minority interests (1.8) (2.5) (4.1) Profit/(loss) attributable to parent company equity holders 16.1 8.3 (21.1) Basic earnings per share 7 8.5p 4.4p (11.2)p Diluted earnings per share 7 8.3p 4.3p (11.2)p Headline profit before tax and earnings per share Trading profit 54.4 51.9 114.9 Share of post-tax profit from joint ventures 0.4 1.3 2.3 Finance costs of ordinary activities, net (14.9) (16.0) (32.2) Headline profit before tax 39.9 37.2 85.0 Income tax on ordinary activities (11.9) (11.3) (24.3) Profit attributable to minority interests (1.8) (2.5) (4.1) Headline profit attributable to parent company equity holders 26.2 23.4 56.6 Headline basic earnings per share 7 13.9p 12.4p 30.1p Group Statement of Cash Flows For the six months ended 30 June 2005 Note Half year Half year Full year 2005 2004 2004 £m £m £m Cash flows from operating activities Profit from operations 47.9 41.6 74.6 Add/(deduct): Rationalisation of operating activities 7.7 11.0 22.7 (Profit)/loss relating to fixed assets (1.6) (1.1) 16.8 Amortisation of intangibles 0.4 0.4 0.8 Depreciation 23.9 23.8 46.9 Net increase in trade working capital (42.8) (53.6) (16.9) Outflows related to rationalisation of operating activities 3 (8.1) (5.5) (14.2) Other items (20.4) (2.5) 14.8 Cash generated from operations 7.0 14.1 145.5 Interest paid (16.6) (17.8) (35.9) Interest received 1.8 2.5 4.4 Income taxes paid (9.0) (8.6) (20.7) Net cash (outflow)/inflow from operating activities (16.8) (9.8) 93.3 Cash flows from investing activities Acquisition of property, plant and equipment (13.8) (14.4) (42.3) Proceeds from sale of property, plant and equipment 5.7 2.9 1.4 Acquisition of subsidiaries, net of cash acquired (3.9) (4.5) (12.0) Disposal of subsidiaries, net of cash disposed of 2.4 (2.4) 1.4 Dividends received from joint ventures 4.7 2.2 2.3 Other, including additional costs for prior years' disposals (3.0) (5.1) (10.0) Net cash outflow from investing activities (7.9) (21.3) (59.2) Net cash (outflow)/inflow before financing activities (24.7) (31.1) 34.1 Cash flows from financing activities Increase in/(repayment of) borrowings 15.1 12.3 (39.7) Proceeds from the issue of share capital 0.1 0.8 0.9 Payment of transaction costs (0.6) (1.1) (1.1) Dividends paid to minority shareholders (2.6) (2.1) (3.1) Net cash inflow/(outflow) from financing activities 12.0 9.9 (43.0) Net decrease in cash and cash equivalents (12.7) (21.2) (8.9) Cash and cash equivalents at 1 January 44.0 52.8 52.8 Effect of exchange rate fluctuations on cash held 0.2 (0.1) 0.1 Cash and cash equivalents at end of period 31.5 31.5 44.0 Free cash flow Net cash (outflow)/inflow from operating activities (16.8) (9.8) 93.3 Acquisition of property, plant and equipment (13.8) (14.4) (42.3) Proceeds from sale of property, plant and equipment 5.7 2.9 1.4 Dividends received from joint ventures 4.7 2.2 2.3 Dividends paid to minority shareholders (2.6) (2.1) (3.1) Free cash flow (22.8) (21.2) 51.6 Group Balance Sheet As at 30 June 2005 Note 30 June 31 Dec 30 June 2005 2004 2004 £m £m £m Assets Property, plant and equipment 312.8 322.9 335.7 Intangible assets 8 497.0 485.2 503.5 Investments in joint ventures 12.9 14.7 14.5 Other investments 9 13.8 16.7 36.0 Income tax recoverable 2.2 2.2 2.2 Deferred tax assets 27.3 31.2 46.9 Other assets 7.4 10.6 10.1 Total non-current assets 873.4 883.5 948.9 Cash and cash equivalents 31.5 44.0 31.5 Inventories 186.1 174.1 193.9 Trade and other receivables 330.0 303.4 324.8 Income tax recoverable 0.7 0.9 - Other financial assets 10 13.4 - - Total current assets 561.7 522.4 550.2 Total assets 1,435.1 1,405.9 1,499.1 Equity Issued share capital 11 375.5 375.5 375.4 Share premium 643.8 643.4 643.4 Reserves (563.1) (587.5) (560.4) Total parent company shareholders' equity 456.2 431.4 458.4 Minority interests 11.3 11.7 11.7 Total equity 467.5 443.1 470.1 Liabilities Interest-bearing loans and borrowings 370.3 326.1 334.0 Employee benefits 12 213.6 189.9 188.8 Trade and other payables 24.4 58.3 97.9 Provisions 9.4 10.3 16.8 Deferred tax liabilities 15.3 8.6 11.5 Total non-current liabilities 633.0 593.2 649.0 Interest-bearing loans and borrowings 24.0 39.7 99.5 Trade and other payables 283.8 303.2 247.2 Income tax payable 13.4 11.6 15.8 Provisions 13.2 15.1 17.5 Other financial liabilities 0.2 - - Total current liabilities 334.6 369.6 380.0 Total liabilities 967.6 962.8 1,029.0 Total equity and liabilities 1,435.1 1,405.9 1,499.1 Net debt Interest-bearing loans and - non current 370.3 326.1 334.0 borrowings - current 24.0 39.7 99.5 Cash and cash equivalents (31.5) (44.0) (31.5) Net debt 362.8 321.8 402.0 Group Statement of Recognised Income and Expenses For the six months ended 30 June 2005 Half year Half year Full year 2005 2004 2004 £m £m £m Opening Group reserves adjustment (note 1) 19.2 - - Foreign exchange translation differences 8.1 (23.5) (12.0) Actuarial loss on employee benefit schemes (21.8) (15.9) (26.8) Changes in fair value of equity securities available for sale 1.9 - - Income/(expenses) recognised directly in equity 7.4 (39.4) (38.8) Profit/(loss) for the period 17.9 10.8 (17.0) 25.3 (28.6) (55.8) Profit attributable to minority interests (1.8) (2.5) (4.1) Foreign exchange translation differences attributable to minority interests (0.4) 0.5 1.1 (2.2) (2.0) (3.0) Total recognised income and expenses attributable to parent company equity 23.1 (30.6) (58.8) shareholders Group Reconciliation of Movements in Equity For the six months ended 30 June 2005 Issued Share Reserves Total equity Minority Total share premium attributable interest equity capital £m to parent £m company £m £m £m equity holders £m Total equity as at 1 January 2004 375.4 642.6 (530.9) 487.1 11.8 498.9 Movements for the period: Total net recognised losses relating to - - (30.6) (30.6) 2.0 (28.6) the period New share capital issued - 0.8 - 0.8 - 0.8 Share-based payments - - 1.1 1.1 - 1.1 Dividends paid to minority interests - - - - (2.1) (2.1) - 0.8 (29.5) (28.7) (0.1) (28.8) Total equity as at 30 June 2004 375.4 643.4 (560.4) 458.4 11.7 470.1 Total equity as at 1 January 2004 375.4 642.6 (530.9) 487.1 11.8 498.9 Movements for the period: Total net recognised losses relating to - - (58.8) (58.8) 3.0 (55.8) the period New share capital issued 0.1 0.8 - 0.9 - 0.9 Share-based payments - - 2.2 2.2 - 2.2 Dividends paid to minority interests - - - - (3.1) (3.1) 0.1 0.8 (56.6) (55.7) (0.1) (55.8) Total equity as at 31 December 2004 375.5 643.4 (587.5) 431.4 11.7 443.1 Total equity as at 1 January 2005 375.5 643.4 (587.5) 431.4 11.7 443.1 Movements for the period: Total net recognised gains relating to - - 23.1 23.1 2.2 25.3 the period New share capital issued - 0.4 - 0.4 - 0.4 Share-based payments - - 1.3 1.3 - 1.3 Dividends paid to minority interests - - - - (2.6) (2.6) - 0.4 24.4 24.8 (0.4) 24.4 Total equity as at 30 June 2005 375.5 643.8 (563.1) 456.2 11.3 467.5 Notes to the Accounts 1 Basis of preparation The consolidated financial statements of Cookson Group plc in respect of the current period have been prepared on the assumption that all International Financial Reporting Standards ('IFRSs'), including interpretations issued by the International Financial Reporting Interpretations Committee and by the International Accounting Standards Board effective for 2005 reporting, will be endorsed by the European Commission, notably the amendments made to IAS 19, ' Employee Benefits'. Endorsement of all such pronouncements has not occurred as at the date of the publication of this document. The failure of the European Commission to endorse all of these standards in time for Cookson's year-end financial reporting in 2005 could result in the need to change the basis of accounting or the presentation of certain financial information from that presented in this document. It is possible, therefore, that further changes will be required to this information before it is published as comparative information for the full year 2005. These financial statements are presented in accordance with International Accounting Standard ('IAS') 1, 'Presentation of Financial Statements'. Where no definitive guidance exists in IAS 1, a UK Generally Accepted Accounting Practice ('UK GAAP') approach has been adopted in order to maintain consistency with prior years. This format and presentation may require modification in the event that further guidance is issued, but otherwise the Company believes that the basis on which these financial statements have been prepared will be sufficient to enable it to be able to comply fully with IFRS in its annual financial statements for the year ended 31 December 2005 without further significant modification to either the format and presentation or the comparative financial information contained herein. A comprehensive analysis and explanation of the adjustments made by the Company to its comparative consolidated financial statements on transition of its accounting policies to IFRS from UK GAAP, as disclosed in the Company's statutory annual consolidated accounts for 2004, was announced to the London Stock Exchange on 22 July 2005. A copy of this announcement can be found on the Company's website and is obtainable from the Group Secretary at the Company's registered address. The financial information presented in this document is unaudited, but has been reviewed by the Company's auditor. Opening Group reserves adjustment A net adjustment to opening Group reserves of £19.2m has been made in the period, the major components being explained below. As part of its transition to IFRS, the Company has adopted for the purpose of its consolidated Group accounts, with effect from 1 January 2005: IAS 32, ' Financial Instruments: Disclosure and Presentation'; and IAS 39, 'Financial Instruments: Recognition and Measurement'. Comparative figures have not been amended in connection with these changes of accounting policy, as permitted by IFRS 1. As a consequence of the adoption of IAS 32 and IAS 39, the Group accounts must recognise certain financial instruments used in its operations at fair value. The use of financial instruments to any significant extent is restricted mainly to the Group's central treasury operations, which uses forward foreign exchange contracts to convert the currency denomination of debt instruments; and interest rate swaps to switch debt instruments between fixed and floating rates of interest. In addition, certain of the Group's manufacturing operations use commodity forward purchase and sale contracts and forward foreign exchange contracts to hedge the impact on their trading results of underlying movements in commodity prices and foreign currency rates. In accordance with the requirements of IAS 39, the fair value of certain financial investments at the end of the reporting period is reflected on the Group balance sheet as either a 'financial asset' or 'financial liability', with the corresponding charge or credit being recognised either in the income statement or through the Group reserves. As the adoption of these standards represents a change in accounting policy, the impact of the adoption of IAS 39 as at 1 January 2005 has been accounted for as an adjustment to the opening Group balance sheet. There was no impact to opening Group reserves as a result of the adoption of these standards, with interest-bearing loans and borrowings being decreased by £1.1m, inventory reduced by £1.2m and trade and other receivables reduced by £0.2m. As a further consequence resulting from the adoption of IAS 32 and IAS 39, deferred income of £22.3m as at 1 January 2005, which was being carried on the Group balance sheet in respect of the close-out of interest rate swaps in prior periods, has been credited to opening Group reserves, net of an associated tax charge. Under UK GAAP this deferred income was being credited to the income statement over the term of the underlying loan arrangements to which the swaps had related. As a consequence of adopting IAS 39, the Group has included within 'other investments' as at 1 January 2005 two equity trade investments at market value and, accordingly, an opening credit to Group reserves was recognised at 1 January 2005 of £2.5m to reflect this change. Disclosure of significant items IAS 1 provides no definitive guidance as to the format of the income statement, but states key lines which should be disclosed. It also encourages additional line items and the re-ordering of items presented on the face of the income statement when appropriate for a proper understanding of the entity's financial performance. In keeping with the spirit of this aspect of IAS 1, Cookson has adopted a policy of disclosing separately on the face of its income statement the effect of any components of financial performance considered by management to be significant and/or for which separate disclosure would assist both in a better understanding of the financial performance achieved and in making projections of future results. Materiality and/or the nature and function of the components of income and expense are considered in deciding upon such presentation. Such items may include, inter alia, the financial effect of any profit or loss arising on business disposals, major rationalisation and/or restructuring activity, profits and losses on sale or impairment of fixed assets, amortisation and impairment of intangible and other non-current assets and other items, including the taxation impact of the afore-mentioned items, which have a significant impact on the Group's results of operations either due to their size or nature. On the face of the income statement, 'trading profit' is separately disclosed as a non-GAAP measure, being defined as profit from operations before the costs of rationalisation of operations, the profit or loss relating to fixed assets and the amortisation and impairment of intangibles. Management believes that trading profit is an important measure of the underlying trading performance of the Group. 2 Segment reporting As required by IAS 14, the segment analysis of the Group's results by division/ sector separately includes central corporate costs, representing the central costs of operating as a 'plc' which are not directly attributable to individual segments. Where the Group's central costs are directly attributable to segment operations, they have been allocated primarily according to the relative sales contribution of each continuing operating segment to the total. Inter-segment sales are not material in relation to total Group revenue, whether analysed by division/sector or by geographic location of operations. The contribution from acquisitions to revenue and profit from operations in 2005 and 2004 was not material. Half year Half year Full year 2005 2004 2004 By Division/sector Revenue Profit Revenue Profit Revenue Profit £m from £m from £m from operations operations operations £m £m £m Ceramics 367.6 34.4 358.0 27.7 739.5 60.0 Electronics 309.3 20.9 307.8 24.5 625.2 52.8 Assembly Materials 139.0 11.2 134.8 11.0 280.2 24.2 Chemistry 105.1 11.9 106.8 12.8 213.2 27.8 Laminates 65.2 (2.2) 66.2 0.7 131.8 0.8 Precious Metals 117.8 2.7 150.9 3.8 287.8 11.0 Group corporate costs (3.6) (4.1) (8.9) Trading profit 54.4 51.9 114.9 Rationalisation of operating activities (7.7) (11.0) (22.7) Amortisation and impairment of intangibles (0.4) (0.4) (0.8) Profit/(loss) relating to fixed assets 1.6 1.1 (16.8) Total Group 794.7 47.9 816.7 41.6 1,652.5 74.6 Of the total cost of the rationalisation of operating activities of £7.7m (2004: half year £11.0m; full year £22.7m), £1.1m related to Ceramics (2004: half year £0.3m; full year £2.9m), £6.0m to Electronics (2004: half year nil; full year £9.9m) and £0.6m to Precious Metals (2004: half year £10.7m; full year £9.9m). Of the Electronics costs of £6.0m, £0.6m related to Assembly Materials (2004: half year nil; full year £0.2m), £1.5m to Chemistry (2004: half year nil; full year £0.8m) and £3.9m to Laminates (2004: half year nil; full year £8.9m). The total amortisation and impairment of intangibles costs of £0.4m (2004: half year £0.4m; full year £0.8m), related to the Laminates sector within Electronics. Of the total profit relating to fixed assets of £1.6m (2004: half year £1.1m profit; full year £16.8m loss), nil related to Ceramics (2004: half year nil; full year nil) £2.2m profit to Electronics (2004: half year £1.1m; full year £1.1m) nil to Precious Metals (2004: half year nil; full year nil) and £0.6m loss related to Group corporate operations (2004: half year nil; full year £17.9m loss). Of the Electronics profit of £2.2m, £0.3m related to Assembly Materials (2004: half year nil; full year nil), nil to Chemistry (half year £1.1m; full year £1.1m), and £1.9m to Laminates (2004: half year nil; full year nil). Half year Half year Full year 2005 2004 2004 By location of By By location of By By location of By customer customer customer Group operations location Group operations location Group operations location Geographical Revenue Profit Revenue Revenue Profit Revenue Revenue Profit Revenue £m from £m £m from £m £m from £m operations operations operations £m £m £m Europe 305.4 18.1 277.0 327.7 14.9 305.9 643.1 37.3 595.5 NAFTA 290.1 8.6 280.7 310.3 10.5 298.6 623.9 21.5 599.9 Asia-Pacific 163.6 24.6 186.5 148.0 23.8 167.9 315.9 49.8 366.0 Rest of the World 35.6 3.1 50.5 30.7 2.7 44.3 69.6 6.3 91.1 Trading profit 54.4 51.9 114.9 Rationalisation of (7.7) (11.0) (22.7) operating activities Amortisation and (0.4) (0.4) (0.8) impairment of intangibles Profit/(loss) 1.6 1.1 (16.8) relating to fixed assets Total Group 794.7 47.9 794.7 816.7 41.6 816.7 1,652.5 74.6 1,652.5 Of the total cost of the rationalisation of operating activities of £7.7m (2004: half year £11.0m; full year £22.7m), £5.3m was in Europe (2004: half year £10.7m; full year £16.7m), £1.9m in NAFTA (2004: half year £0.3m; full year £5.7m), nil in Asia-Pacific (2004: half year nil; full year £0.3m) and £0.5m in the Rest of the World (2004: half year nil; full year nil). The total amortisation and impairment of intangibles costs of £0.4m (2004: half year £0.4m; full year £0.8m) was within NAFTA. Of the total profit relating to fixed assets of £1.6m (2004: half year £1.1m; full year £16.8m loss), £1.4m was in Europe (2004: half year nil; full year nil), £0.2m in NAFTA (2004: half year nil; full year £17.9m loss), and nil in Asia-Pacific (2004: half year £1.1m; full year £1.1m profit). 3 Rationalisation of operating activities The rationalisation of operating activities charge of £7.7m in the first half of 2005 represents the cost of a number of initiatives throughout the Group aimed at reducing the Group's cost base and re-aligning its manufacturing capacity. Cash costs of £8.1m were incurred in the first half of 2005 in respect of the rationalisation and redundancy initiatives commenced both this year and in prior periods. Of the £11.0m charge incurred in the first half of 2004, £10.7m related to a programme to rationalise the Precious Metals division's French activities. Under a Social Plan, the programme encompasses the closure of 5 manufacturing and distribution sites, a headcount reduction of 150 and the realignment of the division's manufacturing capacity in Europe. 4 Finance income and costs Disclosed separately on the face of the income statement as financial income for the half year 2004 is £2.7m (2004: full year £5.4m) in respect of deferred income relating to interest rate swaps close-out in prior years. As stated in note 1, on adoption of IAS 39 with effect from 1 January 2005, the remaining such deferred income on the Group balance sheet was credited to opening Group reserves. Disclosed separately on the face of the income statement as financial costs is £1.2m (2004: nil for half year and full year) relating to the write-off of unamortised fees associated with the Company's £148m multicurrency revolving credit facility, which was replaced by a new £200m facility as announced on 1 March 2005. 5 Profit/(loss) on disposal of operations The net profit on disposal of operations of £1.1m in the first half of 2005 related mainly to the disposal of the Group's Technical Ceramics business, formerly a part of the Ceramics division. The net loss in the first half of 2004 was £5.5m, of which £5.3m related to the winding-up of the Laminates sector's joint venture with Fukuda. The net loss for the full year 2004 of £37.5m also included the sale of the Ceramics division's loss-making European silica-zinc brick business at a loss of £33.2m. 6 Income tax The total charge for income tax of £15.4m for the first half of 2005 (2004: half year £13.3m; full year £29.6m) includes 'other income tax costs' which comprises a charge of £1.6m in respect of the profit arising on disposal of operations (2004: half year nil; full year £2.6m credit) and a charge relating to deferred tax on goodwill of £1.9m (2004: half year £2.1m; full year £4.1m), representing a charge arising from the fact that goodwill for Group accounts purposes is no longer amortised, although amortisation charges are still allowed as a deduction for tax purposes in certain jurisdictions in which Cookson operates. The comparative figures for the full year 2004 also include as 'other income tax costs' a charge in respect of the net write-off of tax assets and provisions of £4.8m (2004: half year nil) and a credit related to rationalisation costs of £1.0m (2004: half year £0.1m). 7 Earnings per share Basic earnings per share are calculated using a weighted average of 188.5m ordinary shares in issue during the period (2004: half year 188.4m; full year 188.3m). The ordinary shares held by the Group's Employee Share Ownership Plan ('ESOP') have been excluded from the weighted average number of shares, as these shares are held within retained earnings. The ESOP held 1.2m ordinary shares as at 30 June 2005 (2004: half year 1.2m; full year 1.2m). Diluted earnings per share are calculated assuming conversion of outstanding dilutive share options. These adjustments give rise to an increase in average ordinary shares of 4.3m (2004: half year: 5.7m; full year 5.8m). The number of ordinary shares in issue as at 30 June 2005 was 189.7m (2004: half year 189.5m; full year 189.5m). On the face of the Group income statement, both earnings per share and headline earnings per share are shown, together with the calculation of the latter measure. The Directors believe that the non-GAAP measure of headline earnings per share, gives the most appropriate measure of the underlying earning capacity of the Group. 8 Intangible assets As at 30 June 2005, total intangible assets of £497.0m (2004: 30 June £503.5m; 31 December £485.2m) comprises goodwill of £490.1m (2004: 30 June £495.8m; 31 December £478.3m) and other intangible assets of £6.9m (2004: 30 June £7.7m; 31 December £6.9m). Goodwill is carried unamortised, but is subject to annual review for impairment. No impairment charge was made in either the current or comparative periods. The other intangible assets balance relates to a perpetual licensing agreement in the USA which is being amortised over its estimated 10 year useful life. 9 Other investments Other investments of £13.8m as at 30 June 2005 comprise mainly equity securities available for sale of £5.7m (2004: 30 June nil; 31 December nil) and £3.3m (2004: 30 June £21.4m; 31 December £3.1m) in respect of a 20-year revenue-sharing arrangement with Electric Lightwave, Inc. related to a fibre optic cable network in the USA, for which an impairment write-down of £17.9m was recognised at 31 December 2004. Other investments at 30 June 2004 included £6.8m (2004: 31 December: £6.4m) in respect of monies held in Rabbi Trusts in the USA which are held to fund certain of the Group's US pension liabilities. These assets are not recognised by IAS 19 as being pension assets. On 1 January 2005, the Group adopted IAS 32 and IAS 39, and as such £7.5m in respect of monies held in Rabbi Trusts have been disclosed within other financial assets as at 30 June 2005 and held at fair value. 10 Other financial assets As described in note 9 above, with the adoption of IAS 32 and IAS 39 in the current period £7.5m in respect of monies held in Rabbi Trusts have been disclosed within other financial assets as at 30 June 2005. In addition, £5.9m of derivative financial instruments yet to mature as at the end of the reporting period are reflected on the Group balance sheet as financial assets in accordance with the requirements of IAS 39. 11 Issued capital At the Company's Annual General Meeting held on 26 May 2005, shareholders approved a share consolidation. The share consolidation took effect following the close of business on 26 May 2005, with shareholders receiving one new ordinary share of 10p each for every 10 existing ordinary shares of 1p each held at the close of business on 26 May 2005. Trading in the new ordinary shares of 10p commenced on 27 May 2005. 12 Employee benefits The balance of £213.6m in respect of 'Employee benefits' as at 30 June 2005 results from an interim actuarial valuation of the Group's defined benefit pension and other post-retirement obligations as at that date (2004: 30 June £188.8m; 31 December £189.9m). Of the total as at 30 June 2005, £166.8m relates to the combined deficits of the Group's principal defined pension schemes in the UK and the USA (2004: 30 June £144.1m; 31 December £146.2m). Of the balance of the total as at 30 June 2005, £12.7m relates to pension arrangements in the rest of the world and £34.1m relates to unfunded post-retirement benefit arrangements, being mainly healthcare benefit arrangements in the USA. The valuation at 30 June 2005 represents a 'roll-forward' from the date of the last full individual scheme valuations, which was 31 December 2003 in the case of the UK pension scheme and 31 December 2004 for the US pension schemes. For the UK and US pension schemes, the principal component of the increase in the combined valuation deficit from 31 December 2004 to 30 June 2005 of £20.6m resulted from a change in actuarial assumptions, namely a reduction in discount rates, which alone represented a £20.8m addition to the combined scheme liabilities. For valuation purposes, the discount rates used were 5.0% for the UK (December 2004: 5.25%) and 5.25% for the USA (December 2004: 5.75%). The total charge to the income statement for the first half of 2005 in respect of the Group's defined benefit pension and other post-retirement obligations was £7.9m (2004: half year £8.0m; full year £15.6m). 13 Exchange rates The principal exchange rates used for the period were as follows: Average rate At 30 June At 30 June At 31 Dec 2005 2004 2004 £m £m £m US dollar ($ per £) 1.87 1.82 1.83 Euro (€ per £) 1.46 1.48 1.48 Singapore dollar (S$ per £) 3.09 3.10 3.09 Hong Kong dollar (HK$ per £) 14.61 14.19 14.25 Japanese yen (Y per £) 199 197 198 Chinese Renminbi (RMB per £) 15.51 15.07 15.08 Period end rate US dollar ($ per £) 1.83 1.83 1.92 Euro (€ per £) 1.50 1.50 1.41 Singapore dollar (S$ per £) 3.06 3.13 3.15 Hong Kong dollar (HK$ per £) 14.19 14.26 14.94 Japanese yen (Y per £) 200 197 198 Chinese Renminbi (RMB per £) 15.11 15.14 15.90 14 Financial information The interim financial statements have been prepared on the basis of the accounting policies adopted in the Group's audited statutory accounts for 2004 except as stated in note 1. The interim accounts were approved by the Board of Directors on 26 July 2005. The financial information for the six month periods ended 30 June 2005 and 30 June 2004 is unaudited but has been reviewed by the Company's auditor. The comparative figures for the financial year ended 31 December 2004 are not the Company's statutory accounts for that financial year. Those accounts, which were prepared under UK GAAP, have been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. These sections address whether proper accounting records have been kept, whether the Company's accounts are in agreement with these records and whether the auditor has obtained all the information and explanations necessary for the purposes of their audit. This information is provided by RNS The company news service from the London Stock Exchange

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