5 August 2003
Results for the third quarter and nine months to 30 June 2003
`A solid performance in difficult market conditions'
* For the third quarter, Group turnover increased by 7 per cent with
operating profit increasing by 1 per cent.
* Process Gas Solutions achieved turnover and operating profit growth as a
result of acquisitions and new business, despite difficult conditions in
some key markets.
* Turnover of Industrial and Special Products was higher but operating profit
was marginally lower, with improvements in most regions (overall 6 per cent
excluding the US) offset by a weak result in the US.
* BOC Edwards achieved an operating profit above that of the previous quarter
but below the level of a year ago.
* Afrox hospitals continued to grow strongly and results were translated into
sterling at more favourable exchange rates.
* Gist's underlying operating profit grew by 4 per cent in the quarter and
the business also benefited from a non-recurrent gain.
* Group return on capital remained steady at 12.5 per cent. The return on
capital excluding BOC Edwards increased to 14.3 per cent.
The above comments refer to business performance excluding exceptional items.
Comparisons are made with the same periods a year ago on the basis of constant
exchange rates.
Chief Executive, Tony Isaac said,
`We continue to see growth in the Asian markets where we are particularly well
placed to take advantage of the opportunities as they arise. BOC has also
benefited throughout its gases business from cost savings and firm pricing, and
from its strong position in health care in South Africa. However, weak
manufacturing activity affected sales volumes in some of our key markets and
there are no consistent signs of an upturn in semiconductor investment. In
overall terms, this has resulted in a small increase in operating profit.'
Contact: Christopher Marsay, Director, Investor Relations
Tel. 07771 730530 before 12.30pm
Or 01276 477222 (International +44 1276 477222) thereafter.
Summary of The BOC Group results for the 9 months to 30 June 2003
2003 2002 Change as at constant
reported exchange rates
2
Excl. exceptional items
1
9 months to 30 June
Turnover �3,181.4m �2,973.8m + 7% + 10%
Operating profit �373.7m �366.2m + 2% + 4%
Profit before tax �306.5m �315.2m - 3% - 2%
Earnings per share 38.5p 40.4p - 5% - 4%
3rd quarter to 30 June
Turnover �1,096.9m �1,044.2m + 5% + 7%
Operating profit �136.4m �135.8m 0% + 1%
Profit before tax �115.2m �119.0m - 3% - 4%
Earnings per share 14.5p 15.4p - 6% - 6%
Statutory results
9 months to 30 June
Turnover �3,181.4m �2,973.8m + 7% + 10%
Operating profit �359.1m �316.2m + 14% + 15%
Profit before tax �291.9m �265.2m + 10% + 10%
Earnings per share 36.7p 33.1p + 11% + 11%
3rd quarter to 30 June
Turnover �1,096.9m �1,044.2m + 5% + 7%
Operating profit �128.2m �108.8m + 18% + 17%
Profit before tax �107.0m �92.0m + 16% + 13%
Earnings per share 13.5p 11.5p + 17% + 17%
Notes
* Results excluding exceptional items are used by management to measure
performance. They are shown in order to reveal business trends more clearly
than statutory results, which include such items.
* In order to show underlying business trends, results are also compared at
constant exchange rates to eliminate the effects of translating overseas
results into sterling at varying rates.
* Unless otherwise stated, all the commentaries that follow are made on the
basis of results that exclude exceptional items and comparisons are at
constant exchange rates. Segment results are shown on this basis below.
* Full statutory results are on pages 8 to 17.
GROUP RESULTS
Good performances in the third quarter from Process Gas Solutions overall,
Afrox hospitals, Gist and the majority of Industrial and Special Products
businesses offset a decline in BOC Edwards and in the US gases businesses.
Group operating profit in the third quarter was therefore marginally above the
previous year. The lower net pension credit, arising principally through lower
equity valuations, caused profit before tax and earnings per share to be less
than a year ago.BUSINESS SEGMENT RESULTS
Unless stated otherwise,
* all comparisons that follow are on the basis of constant exchange rates;
* operating profits exclude exceptional items;
* comparisons are made with the same period a year ago;
* the third quarter means the fiscal quarter to 30 June.
9 months to 30 June 2003 Fiscal third quarter
Business segments Turnover Operating Turnover Operating
profit profit
� million ____________ ___________
_________ _________
Process Gas 909.3 +8% 137.6 +6% 306.3 +7% 48.8 +3%
Solutions
Industrial and 1,281.5 +10% 179.9 -1% 447.8 +7% 63.6 -2%
Special Products
BOC Edwards 513.6 +8% 13.2 -19% 171.8 -3% 4.6 -47%
Afrox hospitals 249.7 +16% 30.7 +31% 93.3 +12% 12.1 +17%
Gist 227.3 +16% 23.3 +18% 77.7 +19% 11.1 +40%
Corporate (11.0) (3.8)
Group total 3,181.4 +10% 373.7 +4% 1,096.9 +7% 136.4 +1%
PROCESS GAS SOLUTIONS (PGS)
Turnover and operating profit increased in the third quarter. The growth was
attributable mainly to acquisitions and new business rather than increased
sales to existing customers. Manufacturing activity remained subdued in the UK
and US.
In north America, stagnation of the manufacturing economy led to some reduction
of sales volumes at existing customers. Lost business with two customers also
continued to affect volume comparisons in the third quarter as it did in the
previous quarter. Price trends in the merchant market for liquefied gases
remained positive for the quarter. Results in both Mexico and other Latin
American markets were improved.
Turnover and operating profit for the third quarter increased in Europe with
better results in the UK and Poland but a slight decrease in Ireland. Results
in Poland were supported by the acquisition of the Praxair Polska business.
Increased turnover in the UK was principally due to new business. Some increase
in consumption by steel manufacturers was more than offset by lower sales to
the food sector following customer closures and relocations earlier in the
year. Operating profit increased through cost savings as well as the
incremental sales.
Weak demand in the merchant market led to a slightly lower operating profit in
the south Pacific region during the third quarter.
Turnover and operating profit were significantly better in north Asia for the
third quarter with increased sales of tonnage gases to petrochemical customers
in Korea and robust volume growth in the steel and petrochemical sectors in
China.
Profit growth in south east Asia reflected not only the additional contribution
following the acquisition of the NIOI business in Malaysia but also increased
demand by customers in Singapore and Indonesia. Increasing sales to steel
industry customers led to an improved result in Japan.
INDUSTRIAL AND SPECIAL PRODUCTS (ISP)
Turnover was higher in the third quarter, largely reflecting the acquisitions
of the Air Products packaged gas business in Canada and the Praxair Polska
business in Poland. Excluding the US business, operating profit increased by 6
per cent in the quarter. However, this increase was offset by a weak
performance in the US.
The costs of implementing a new business system in the US, which had depressed
the operating profit during the fiscal second quarter, were much less in the
third quarter. Sales and underlying operating profit in the third quarter in
north America were below year ago levels, reflecting weak manufacturing
activity.
Increased sales of hospitality products and services and special products in
the UK more than offset continued weakness in basic industrial product volumes
leading to an overall increase in turnover during the third quarter. Increased
rental income and firm pricing for industrial and medical products also
contributed to a better operating profit.
Turnover and operating profit increased in Poland as a result of the
acquisition of the Praxair Polska business but slower economic development led
to a lower operating profit in Ireland during the quarter.
In the south Pacific region, firm pricing across the industrial gases product
range helped to generate better turnover and operating profit. Firm prices also
supported a significant improvement in the profit from BOC's liquefied
petroleum gas joint venture in Australia during the quarter. Sales volumes in
the south Pacific region were essentially unchanged in the third quarter.
Accelerating sales of the ResQpak emergency breathing kit to the mining
industry drove strong growth of turnover in southern Africa. Operating profit
was further improved by cost reductions and by improved margins for liquefied
petroleum gas. The stronger rand adversely affected exports of welding
equipment during the quarter.
BOC EDWARDS
Turnover in the third quarter was broadly similar to the previous quarter but
lower than a year ago reflecting reduced sales volumes of semiconductor
equipment and industrial vacuum systems. Sales of bulk gases and electronic
materials were better and expanding production of flat panel displays generated
demand for specific pumping systems. The same pattern was reflected in
operating profits.
Sales of both electronic gases and equipment were better in Japan in the third
quarter but equipment sales were lower than a year ago in most other markets.
Despite an improvement in bulk gas and electronic material sales, the pattern
of equipment order intake has yet to provide any indication of an imminent
upturn in semiconductor investment at this stage.
AFROX HOSPITALS
Volumes of existing business were essentially unchanged for the third quarter
but turnover increased, helped partly by the acquisition of the Little Company
of Mary hospital group in August 2002. The acquisition of the Amahosp group in
January 2002 also contributed to the increase in turnover for the nine months.
Operating profit increased more than turnover largely as a result of improved
margins and the new business.
BOC's subsidiary, African Oxygen Limited ("Afrox"), announced last month that
it was in the process of considering its strategic options with regard to its
shareholding in Afrox Healthcare Limited. This may or may not lead to a change
in the shareholding of Afrox in Afrox Healthcare Limited.
GIST
The growth of turnover arose from better sales volumes in every segment of the
business and from new business with Carlsberg-Tetley. The results for the
quarter include a one-off benefit amounting to �4.1 million. This principally
arises from the termination of the Marks & Spencer General Merchandise
business. Gist continues to handle all of Marks & Spencer's chilled and ambient
food distribution in the UK. Excluding all significant non-recurrent items in
both periods, the underlying increase in operating profit was 4 per cent for
the third quarter.
IMPACT OF EXCHANGE RATES
The comparisons above are on a constant exchange rate basis. Exchange rate
movements continued to affect the translation of most overseas results into
sterling unfavourably during the third quarter. In aggregate, exchange rate
movements affected the turnover comparison adversely by �15.7 million and the
operating profit comparison by �0.9 million.
The overall impact includes a favourable movement for the South African rand
and unfavourable movements for the US dollar and some Asian currencies. The
main effects on segment results were to reduce PGS and increase Afrox hospitals
in the third quarter compared with a year ago. The Australian dollar and the
Japanese yen rates in the third quarter remained relatively stable.
CASH FLOW, BORROWINGS AND TAX
Operating cash flow before exceptional items for the third quarter was �165.8
million, bringing the year to date figure to �430.1 million.
During January 2003, BOC's gases business in Japan was merged with part of Air
Liquide Japan to form a joint venture company, Japan Air Gases, in which BOC
has a 45 per cent economic interest. With effect from the start of the second
fiscal quarter, BOC accounted for its economic share of Japan Air Gases on an
equity basis. BOC no longer consolidates operating cash flow but will
consolidate dividends received. For the year to date, this had a negative
impact of some �27 million on the Group operating cash flow compared with a
year ago.
The other main adverse factors in the comparison with the previous year were
the resumption of cash contributions to the UK pension scheme (�27 million) and
a payment in the third quarter to secure helium supplies in the US (�14
million). BOC Edwards was cash positive in the third quarter compared with a
small outflow in the third quarter last year. Exchange rate movements reduced
cash flow by some �14 million for the nine months.
As in the second quarter, financing costs and tax payments in the third quarter
were lower than in the corresponding period last year.
Capital expenditure and financial investment, although higher than in the
previous quarter, also remained well below previous year levels.
The only significant acquisition activity in the third quarter was the purchase
of the Canadian packaged gas and related welding equipment business of Air
Products.
Net borrowings at 30 June 2003 were �1,460.5 million, some �60 million lower
than at the end of the previous quarter. Currency movements and the impact of
portfolio changes accounted for some �44 million of the �135 million increase
since the end of the previous financial year. The net interest charge on net
debt was covered 5.0 times by operating profit before exceptional items for the
year to date, compared with 4.6 times for the previous year. After exceptional
items, the cover was 4.8 times, compared with 4.0 times for the previous year.
Gearing ratios at 30 June 2003 were 39.0 per cent for net debt / capital
employed and 79.0 per cent for net debt / equity compared with 36.9 per cent
and 73.6 per cent respectively at 30 September 2002. Return on capital employed
at 30 June 2003 was 12.5 per cent, the same as at the end of the previous
quarter but higher than the 12.0 per cent at 30 June 2002.
The effective rate of tax on profit before exceptional items was 30 per cent,
compared with 31 per cent in the previous year. After exceptional items, the
effective rate of tax was also 30 per cent, compared with 32 per cent last
year.
OUTLOOK
Expansion continues in China and there are signs of increasing demand in other
parts of Asia. In the US, manufacturing is not yet showing strong signs of
sustained growth and this continues to curtail gases sales volumes.
Semiconductor industry utilization measures now point to a need for more
capacity but the visibility of investment plans remains unclear. BOC maintains
its commitment to customer service, continued cost reduction, and pricing and
capital discipline, which will support a solid profit and cash performance. BOC
continues actively to manage its business portfolio and is well positioned to
benefit from an upturn in market volumes.
Notes for editors
The BOC Group is one of the largest and most global of the world's leading
gases companies. Serving two million customers in more than 50 countries, BOC
employs some 46,000 people and had annual sales of over �4 billion in 2002.
BOC is organized into three global lines of business - aligning our
organization directly to our customers.
Process Gas Solutions (PGS) provides tailored solutions to the process needs of
our largest customers, primarily in industries such as oil refining, chemicals
and steel. The result is the dedicated supply of gases by pipeline, from
on-site production units, or in liquid form by tanker. PGS works globally,
wherever the world's largest companies do business.
Industrial and Special Products (ISP) serves customers who need smaller volumes
of gas, mostly delivered in cylinders. It offers a range of gases, products and
services for cutting and welding metals, and for a host of customers in the
medical, hospitality and scientific markets. ISP also has a significant
liquefied petroleum gas business in certain countries.
BOC Edwards is synonymous with the semiconductor industry, supplying products
and services to one of the world's most challenging industries. The chemical,
metallurgical and scientific instrument markets are increasingly important to
BOC Edwards' general vacuum business.
In addition BOC has two specialized operations:
Gist, a logistics company specializing in a range of supply chain solutions,
which serves a number of major customers including Marks & Spencer.
Afrox hospitals, the largest supplier of private health care in southern
Africa.
Print quality images of Tony Isaac, chief executive of The BOC Group and Ren�
M�dori, finance director, may be downloaded directly from our photo library on
the NewsCast website at: http://www.newscast.co.uk To access the library,
simply register your details with that website.
More detailed presentation material will be made available on The BOC Group
investor relations website www.boc.com/ir under Annual and Quarterly Reports.
GROUP RESULTS
9 MONTHS TO 30 JUNE 2003
9 months to 30 Jun 2003 9 months to 30 Jun 2002 Year to 30 Sep 2002
Before Excep After Before Excep After Before Excep After
excep items excep excep items excep excep items excep
items items items items items items
�m �m �m �m �m �m �m �m �m
TURNOVER, 3,181.4 - 3,181.4 2,973.8 - 2,973.8 4,017.9 - 4,017.9
including share
of joint ventures
and associates
Less: Share of 380.0 - 380.0 238.5 - 238.5 324.1 - 324.1
joint ventures
Share of 39.4 - 39.4 26.1 - 26.1 36.1 - 36.1
associates
Turnover 2,762.0 - 2,762.0 2,709.2 - 2,709.2 3,657.7 - 3,657.7
Operating profit 306.1 (8.8) 297.3 312.3 (32.0) 280.3 425.6 (74.0) 351.6
of subsidiary
undertakings
Share of 60.3 (5.8) 54.5 46.2 (0.2) 46.0 63.8 (0.5) 63.3
operating profit
of joint ventures
Share of 7.3 - 7.3 7.7 - 7.7 10.7 - 10.7
operating profit
of associates
Total operating 373.7 (14.6) 359.1 366.2 (32.2) 334.0 500.1 (74.5) 425.6
profit including
share of joint
ventures and
associates
Loss on - - - - (17.8) (17.8) - (20.2) (20.2)
termination /
disposal of
businesses
Profit before 373.7 (14.6) 359.1 366.2 (50.0) 316.2 500.1 (94.7) 405.4
interest
Interest on net (74.2) - (74.2) (78.8) - (78.8) (103.1) - (103.1)
debt
Interest on (82.6) - (82.6) (77.2) - (77.2) (106.1) - (106.1)
pension scheme
liabilities
Expected return 89.6 - 89.6 105.0 - 105.0 139.1 - 139.1
on pension scheme
assets
Other net 7.0 - 7.0 27.8 - 27.8 33.0 - 33.0
financing income
PROFIT ON 306.5 (14.6) 291.9 315.2 (50.0) 265.2 430.0 (94.7) 335.3
ORDINARY
ACTIVITIES BEFORE
TAX
Tax (note 5) (92.0) 5.5 (86.5) (97.8) 13.8 (84.0) (129.0) 22.8 (106.2)
Profit on 214.5 (9.1) 205.4 217.4 (36.2) 181.2 301.0 (71.9) 229.1
ordinary
activities after
tax
Minority (25.1) 0.4 (24.7) (19.5) 0.2 (19.3) (26.7) 0.5 (26.2)
interests
PROFIT FOR THE 189.4 (8.7) 180.7 197.9 (36.0) 161.9 274.3 (71.4) 202.9
PERIOD
Dividends (192.2) - (192.2) (186.6) - (186.6) (186.6) - (186.6)
(Deficit)/surplus (2.8) (8.7) (11.5) 11.3 (36.0) (24.7) 87.7 (71.4) 16.3
for the period
Earnings per
share (note 6)
- basic 38.5p 36.7p 40.4p 33.1p 55.9p 41.4p
- diluted 38.5p 36.7p 40.2p 32.9p 55.7p 41.2p
GROUP RESULTS
3 MONTHS TO 30 JUNE 2003
3 months to 30 Jun 2003 3 months to 30 Jun 2002
Before Exceptional After Before Exceptional After
exceptional items exceptional exceptional items exceptional
items items items
items
�million �million �million �million �million �million
TURNOVER, including 1,096.9 - 1,096.9 1,044.2 - 1,044.2
share of joint ventures
and associates
Less: Share of joint 156.6 - 156.6 88.9 - 88.9
ventures
Share of associates 11.9 - 11.9 8.4 - 8.4
Turnover 928.4 - 928.4 946.9 - 946.9
Operating profit of 108.6 (2.7) 105.9 115.7 (9.1) 106.6
subsidiary undertakings
Share of operating 25.1 (5.5) 19.6 17.5 (0.1) 17.4
profit of joint ventures
Share of operating 2.7 - 2.7 2.6 - 2.6
profit of associates
Total operating profit 136.4 (8.2) 128.2 135.8 (9.2) 126.6
including share of joint
ventures and associates
Loss on termination/ - - - - (17.8) (17.8)
disposal of businesses
Profit before interest 136.4 (8.2) 128.2 135.8 (27.0) 108.8
Interest on net debt (23.5) - (23.5) (26.1) - (26.1)
Interest on pension (27.8) - (27.8) (25.7) - (25.7)
scheme liabilities
Expected return on 30.1 - 30.1 35.0 - 35.0
pension scheme assets
Other net financing 2.3 - 2.3 9.3 - 9.3
income
PROFIT ON ORDINARY 115.2 (8.2) 107.0 119.0 (27.0) 92.0
ACTIVITIES BEFORE TAX
Tax (note 5) (34.7) 3.7 (31.0) (36.9) 7.5 (29.4)
Profit on ordinary 80.5 (4.5) 76.0 82.1 (19.5) 62.6
activities after tax
Minority interests (9.5) - (9.5) (6.5) - (6.5)
PROFIT FOR THE PERIOD 71.0 (4.5) 66.5 75.6 (19.5) 56.1
Earnings per share (note
6)
- basic 14.5p 13.5p 15.4p 11.5p
- diluted 14.5p 13.5p 15.3p 11.4p
GROUP BALANCE SHEET
AT 30 JUNE 2003
At 30 Jun At 30 Jun At 30 Sep
2003 2002 2002
�million �million �million
Fixed assets
- Intangible assets 194.7 136.5 150.7
- Tangible assets 2,933.2 3,192.3 3,027.4
- Joint ventures, associates and other 653.7 474.5 468.6
investments
3,781.6 3,803.3 3,646.7
Current assets 1,204.6 1,376.7 1,246.4
Creditors: amounts falling due within (1,220.2) (1,291.8) (1,247.9)
one year
Net current (liabilities)/assets (15.6) 84.9 (1.5)
Total assets less current liabilities 3,766.0 3,888.2 3,645.2
Creditors: amounts falling due after (1,284.6) (1,312.3) (1,179.0)
more than one year
Provisions for liabilities and charges (380.1) (428.9) (407.5)
Total net assets excluding pension 2,101.3 2,147.0 2,058.7
assets and liabilities
Pension assets 54.8 109.0 54.3
Pension liabilities (306.5) (70.2) (311.0)
Total net assets including pension 1,849.6 2,185.8 1,802.0
assets and liabilities
Shareholders' capital and reserves 1,692.3 2,049.9 1,684.1
Minority shareholders' interests 157.3 135.9 117.9
Total capital and reserves 1,849.6 2,185.8 1,802.0
GROUP CASH FLOW STATEMENT
9 MONTHS TO 30 JUNE 2003
9 months 9 months Year to
to to 30 Sep
30 Jun 30 Jun 2002
2003 2002
�million �million �million
TOTAL OPERATING PROFIT before exceptional 373.7 366.2 500.1
items
Depreciation and amortisation 246.8 246.7 330.9
FRS17 retirement benefits charge 36.1 37.7 49.9
Operating profit before exceptional items (60.3) (46.2) (63.8)
of joint ventures
Operating profit before exceptional items (7.3) (7.7) (10.7)
of associates
Changes in working capital and other items (158.9) (57.5) 20.2
Exceptional cash flows (21.6) (37.4) (67.3)
NET CASH INFLOW FROM OPERATING ACTIVITIES 408.5 501.8 759.3
DIVIDENDS FROM JOINT VENTURES AND 12.1 24.1 33.9
ASSOCIATES
RETURNS ON INVESTMENTS AND SERVICING OF (78.6) (88.9) (90.7)
FINANCE
TAX PAID (52.7) (75.6) (96.2)
CAPITAL EXPENDITURE AND FINANCIAL (190.7) (235.4) (324.5)
INVESTMENT
ACQUISITIONS AND DISPOSALS (116.0) (201.1) (215.5)
EQUITY DIVIDENDS PAID (76.4) (75.8) (186.6)
NET CASH OUTFLOW BEFORE USE OF LIQUID (93.8) (150.9) (120.3)
RESOURCES AND FINANCING
GROUP CASH FLOW STATEMENT
3 MONTHS TO 30 JUNE 2003
3 months 3 months
to to
30 Jun 30 Jun
2003 2002
�million �million
TOTAL OPERATING PROFIT before exceptional items 136.4 135.8
Depreciation and amortisation 81.9 83.8
FRS17 retirement benefits charge 9.2 11.8
Operating profit before exceptional items of joint (25.1) (17.5)
ventures
Operating profit before exceptional items of (2.7) (2.6)
associates
Changes in working capital and other items (33.9) (2.6)
Exceptional cash flows (7.5) (15.8)
NET CASH INFLOW FROM OPERATING ACTIVITIES 158.3 192.9
DIVIDENDS FROM JOINT VENTURES AND ASSOCIATES 7.9 18.9
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (25.4) (31.8)
TAX PAID (14.8) (27.1)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (66.2) (80.6)
ACQUISITIONS AND DISPOSALS (21.5) (72.9)
NET CASH INFLOW/(OUTFLOW) BEFORE USE OF LIQUID 38.3 (0.6)
RESOURCES AND FINANCING
TOTAL RECOGNISED GAINS AND LOSSES
9 MONTHS TO 30 JUNE 2003
9 months 9 months Year to
to to 30 Sep
30 Jun 30 Jun 2002
2003 2002
�million �million �million
Profit for the period 180.7 161.9 202.9
Actuarial loss recognised on the pension - - (431.2)
schemes
Movement on deferred tax relating to - - 134.0
actuarial loss on pensions
Unrealised loss on write-down of - - (11.5)
revaluation reserve
Unrealised profit on disposal of a 8.2 - -
subsidiary
Exchange translation effect on:
- results for the period 4.2 (0.2) (8.1)
- foreign currency net investments 8.9 (36.5) (128.2)
Total recognised gains and losses for the 202.0 125.2 (242.1)
period
There were no material differences between reported profits and losses and
historical cost profits and losses on ordinary activities before tax for any of
the above periods.
MOVEMENT IN SHAREHOLDERS' FUNDS
9 MONTHS TO 30 JUNE 2003
9 months 9 months Year to
to to 30 Sep
30 Jun 30 Jun 2002
2003 2002
�million �million �million
Profit for the period 180.7 161.9 202.9
Dividends (192.2) (186.6) (186.6)
(11.5) (24.7) 16.3
Other recognised gains and losses 21.3 (36.7) (445.0)
Reversal of goodwill credit in total (4.2) - -
recognised gains and losses on disposal
of a subsidiary
Shares issued 2.6 23.6 24.6
Credit in relation to share options - 1.5 2.0
Net increase/(decrease) in shareholders' 8.2 (36.3) (402.1)
funds for the period
Shareholders' funds - at period start 1,684.1 2,086.2 2,086.2
Shareholders' funds - at period end 1,692.3 2,049.9 1,684.1
NOTES TO THE ACCOUNTS
1 Basis of preparation
The results for the 9 months to 30 June 2003 have been prepared on an
accounting basis consistent with that applied in the financial year to
30 September 2002.
Financial information for the year to 30 September 2002 has been based
on the full Group accounts for that period. The 2002 accounts received
an unqualified audit report and have been delivered to the Registrar of
Companies. The results for the 9 months to 30 June 2003 are unaudited.
2 Exchange rates
The majority of the Group's operations are located outside the UK and
operate in currencies other than sterling. Profit and loss and other
period statements of the Group's overseas operations are translated at
average rates of exchange for the period. Assets and liabilities
denominated in foreign currencies are translated at the rates of
exchange ruling at the period end.
The rates of exchange to sterling for the currencies which principally
affected the Group's results were as follows:
9 months 9 months Year to
to to 30 Jun 30 Sep
30 Jun 2002 2002
2003
Average rates:
- US dollar 1.60 1.44 1.47
- Australian dollar 2.68 2.74 2.77
- Japanese yen 191.65 184.19 184.34
- South African rand 13.69 15.47 15.64
Period end rates:
- US dollar 1.65 1.52 1.57
- Australian dollar 2.46 2.72 2.89
- Japanese yen 198.14 182.70 191.45
- South African rand 12.39 15.72 16.58
3 Segmental information
a) Turnover and operating profit before exceptional items, by business
and by region, were as follows:
9 months to 30 Jun 9 months to 30 Jun Year to 30 Sep
2003 2002 2002
Turnover Operating Turnover Operating Turnover Operating
profit profit profit
Business analysis: �million �million �million �million �million �million
Process Gas 909.3 137.6 894.1 137.2 1,200.6 185.2
Solutions
Industrial and 1,281.5 179.9 1,189.6 184.2 1,605.3 248.0
Special Products
BOC Edwards 513.6 13.2 502.4 17.1 688.2 26.1
Afrox hospitals 249.7 30.7 190.9 20.8 259.0 29.7
Gist 227.3 23.3 196.8 19.8 264.8 25.5
Corporate - (11.0) - (12.9) - (14.4)
Continuing 3,181.4 373.7 2,973.8 366.2 4,017.9 500.1
operations
Regional analysis:
Europe 867.5 109.5 793.3 113.7 1,069.6 155.2
Americas 908.7 71.0 972.7 91.1 1,291.8 121.3
Africa 417.4 60.8 328.4 42.4 441.0 56.7
Asia/Pacific 987.8 132.4 879.4 119.0 1,215.5 166.9
Continuing 3,181.4 373.7 2,973.8 366.2 4,017.9 500.1
operations
b) Turnover and operating profit before exceptional items, by business
and by region, for the 3 months to 30 June 2003 were as follows:
3 months to 30 Jun 3 months to 30 Jun
2003 2002
Turnover Operating Turnover Operating
profit profit
Business analysis: �million �million �million �million
Process Gas Solutions 306.3 48.8 302.8 50.2
Industrial and Special Products 447.8 63.6 421.3 64.3
BOC Edwards 171.8 4.6 185.4 9.1
Afrox hospitals 93.3 12.1 69.2 8.8
Gist 77.7 11.1 65.5 7.9
Corporate - (3.8) - (4.5)
Continuing operations 1,096.9 136.4 1,044.2 135.8
Regional analysis:
Europe 295.6 36.2 275.5 40.4
Americas 303.1 29.5 333.0 35.8
Africa 154.5 22.6 118.5 15.1
Asia/Pacific 343.7 48.1 317.2 44.5
Continuing operations 1,096.9 136.4 1,044.2 135.8
4 Exceptional items 9 months 9 months Year to
to to 30 Jun 30 Sep
30 Jun 2002 2002
2003
�million �million �million
Restructuring costs (14.6) (27.3) (47.2)
Write-down and impairment of assets - - (21.2)
Costs of proposed takeover - (4.9) (6.1)
Total operating exceptional items (14.6) (32.2) (74.5)
Closure of businesses - continuing - (20.8) (21.3)
operations
Profit on disposal of businesses - - 3.0 1.1
continuing operations
Total non-operating exceptional items - (17.8) (20.2)
5 Tax 9 months 9 months Year to
to to 30 Jun 30 Sep
30 Jun 2002 2002
2003
�million �million �million
Subsidiary undertakings (75.5) (78.7) (100.3)
Share of joint ventures (9.4) (3.8) (3.6)
Share of associates (1.6) (1.5) (2.3)
Tax on profit on ordinary activities (86.5) (84.0) (106.2)
Overseas tax included in the tax on (65.9) (53.3) (73.9)
profit on ordinary activities above
was:
The tax charge includes the following
credit in respect of exceptional
items:
Operating exceptional items 5.5 7.7 15.3
Non-operating exceptional items - 6.1 7.5
Tax on exceptional items 5.5 13.8 22.8
6 Earnings per share 9 months 9 months Year to
to to 30 Jun 30 Sep
30 Jun 2002 2002
2003
�million �million �million
Amounts used in computing the earnings
per share:
Earnings attributable to ordinary 180.7 161.9 202.9
shareholders for the period
Adjustment for exceptional items 8.7 36.0 71.4
Adjusted earnings before exceptional 189.4 197.9 274.3
items
9 months 9 months Year to
to to 30 Sep
30 Jun 30 Jun 2002
2003 2002
million million million
Average number of 25p ordinary shares:
Average issued share capital 497.4 495.6 496.0
Less: average own shares held in trust (5.0) (5.8) (5.6)
Basic 492.4 489.8 490.4
Add: dilutive share options 0.2 2.0 1.8
Diluted 492.6 491.8 492.2
7 Reconciliation of net cash flow to 9 months 9 months Year to
movement in net debt to to 30 Jun 30 Sep
30 Jun 2002 2002
2003
�million �million �million
Net borrowings and finance leases - at (1,325.6) (1,272.1) (1,272.1)
period start
Net cash outflow (93.8) (150.9) (120.3)
Issue of shares 2.6 23.6 25.0
Net borrowings assumed at acquisition (0.5) (0.5) (0.5)
Net cash eliminated on disposal (30.8) - -
Inception of finance leases - (0.4) (0.4)
Exchange adjustment (12.4) 5.3 42.7
Net borrowings and finance leases - at (1,460.5) (1,395.0) (1,325.6)
period end
8 Contingent liabilities
a) In February 2003, the company was notified that a jury verdict in
the US District Court for the Western District of Texas was
obtained for US$132 million against Fluorogas Limited, The BOC
Group Inc and The BOC Group plc. The verdict arises primarily out
of an alleged breach of a memorandum of understanding by Fluorogas
Limited before it was acquired by The BOC Group plc in September
2001. In March 2003, the court also awarded interest and costs
against the defendants, making them jointly and severally liable
for a total of US$174 million.
BOC believes that the jury's verdict reflects a misunderstanding of
the law and does not reflect the facts of any loss that may have
been suffered by the plaintiffs. BOC is challenging the verdict
through the appropriate appeals process in the US. In addition,
Fluorogas Limited was placed in administration under the Insolvency
Act of 1986 pursuant to an order of the English Courts. In a
related proceeding in a US Bankruptcy Court, the administrators
have obtained injunctive relief preventing the judgement creditor
from commencing or continuing any action or proceeding enforcing
any judgement against Fluorogas Limited in the US.
b) An action has been filed in the US District Court for the Southern
District of Illinois against The BOC Group Cash Balance Retirement
Plan (the Plan). The plaintiffs brought this action on behalf of
themselves and all others similarly affected, alleging that the
Plan improperly calculated lump sum distributions from the Plan in
violation of the Employee Retirement Income Security Act.
The Plan is contesting the action. At this stage in the litigation,
it is not possible to reliably estimate the amount of loss, if any,
that might result from this action. If the action is successful,
any award would be paid out of Plan assets. Under UK accounting
principles, any such payment would be recognised as a charge in the
profit and loss account of the Group.
c) At 30 September 2002, BOC had guaranteed a portion of the
borrowings of its joint venture company in Mexico. The amount of
the guarantee was �116.7 million and it was shown as a contingent
liability in the Group's Report and Accounts at that date. In March
2003, as a result of certain conditions being met by the joint
venture company, BOC's guarantee has been released and no
contingent liability remains at 30 June 2003.
d) No other events have occurred that materially change the level of
other contingent liabilities since 30 September 2002.
END