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Heidelberg Materials AG

Quarterly Report Nov 22, 2005

202_10-q_2005-11-22_7b20997f-605d-4645-a8a1-9deab5466f3b.pdf

Quarterly Report

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Interim Report January to September 2005

Interim Report January to September 2005

Adjusted Group turnover rises by 8%

RZ_ZB3_November2005_e 10.11.2005 16:47 Uhr Seite 2

  • North America, Northern Europe and Central Europe East with double-digit turnover growth
  • Germany further impaired by overall economic situation
  • Energy and transport costs considerably increased
  • Implementation of project "win" for cost reduction and increase in efficiency started
  • Spohn Cement together with persons acting in concert with them hold a share of 79% in HeidelbergCement
  • Third quarter confirms expectations for full year
EURm July - September January - September
2004 2005 2004 2005
Turnover 1,974 2,247 5,215 5,744
Operating income before depreciation
(OIBD) 458 576 943 1,111
Operating income 344 453 584 744
Additional ordinary result -26 -77 -26 -62
Results from participations 38 91 70 144
Earnings before interest and income taxes
(EBIT) 356 467 627 826
Profit before tax 310 410 431 654
Profit for the financial year 201 300 300 438
Group share in profit 171 274 268 387
Investments 114 115 301 536

Overview January - September

Letter to the shareholders

Ladies and Gentlemen,

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Despite the high energy prices, the positive development of the global economy continued, boosted by the sustained strong growth dynamics in North America and Asia. In the euro zone, the economic dynamics remained weak as a result of the increase in oil prices. The lively demand for exports continues to provide the impetus in Germany. As a result of the situation in the job market, domestic demand will recover only slightly in the next few months. Construction investments remain in overall decline.

In the first nine months of the year, Group turnover rose by 10.1% to EUR 5,744 million (previous year: 5,215). Adjusted for currency and consolidation effects, the increase amounts to 7.5%. The regions North America, Northern Europe and Central Europe East achieved double-digit growth in turnover. Price increases were necessary in almost all regions in order to at least partially offset the considerably increased energy and transport costs.

By the end of September, operating income before depreciation (OIBD) increased by 17.8% to EUR 1,111 million (previous year: 943). At EUR 744 million (previous year: 584), operating income increased by 27.4% compared to the previous year. North America made the strongest contribution to growth in both OIBD and operating income. Considerable one-time restructuring charges within the scope of the project "win" and proceeds from the sale of parts of our concrete products business in the US determine the additional ordinary result of EUR -62 million (previous year: -26). The results from participations, which amounted to EUR 144 million (previous year: 70), were considerably affected by one-time earnings at Südbayerisches Portland-Zementwerk Gebr. Wiesböck & Co. GmbH and by Vicat S.A., France.

The financial results improved by EUR 25 million to EUR -172 million (previous year: -197). This was primarily due to the hedging of currency risks at Indocement. As a result the foreign exchange rate losses were reduced compared to the previous year. Profit before tax amounts to EUR 654 million (previous year: 431). Against the backdrop of the increase in results and revised German tax laws, taxes on income rose in the first three quarters of 2005 by EUR 85 million to EUR 216 million (previous year: 131). Due to the positive development of Indocement's profit for the financial year, the minority interests amount to EUR 51 million (previous year: 32). The Group share in profit totals EUR 387 million (previous year: 268).

Letter to the shareholders

RZ_ZB3_November2005_e 10.11.2005 16:47 Uhr Seite 2

HeidelbergCement on the market HeidelbergCement interim accounts Notes to the interim accounts

Takeover bid by Spohn Cement GmbH completed

The takeover bid by Spohn Cement GmbH was completed at the end of the respite period on 12 August 2005. Spohn Cement, including the persons acting in concert with it and its subsidiaries, now holds around 79% of the shares in HeidelbergCement. Spohn Cement GmbH is owned by members of the Merckle family, who have held shares in Heidelberg-Cement for decades and are also represented in our Supervisory Board. In connection with the takeover bid, Schwenk Beteiligungen GmbH & Co. KG reduced its share in Heidelberg-Cement to 7.5%.

Cement and clinker sales volumes

In the first nine months, cement and clinker sales volumes rose by 4.5% overall to 51.4 million tonnes (previous year: 49.2). Excluding consolidation effects, the total sales volumes were 1.0% above the previous year. The significant increase in the third quarter is primarily attributable to the healthy development in North America, Northern Europe and Central Europe East.

Cement and clinker sales volumes January - September

1,000 tonnes 2004 2005
Central Europe West 5,498 5,688
Western Europe 6,516 6,378
Northern Europe 3,989 4,233
Central Europe East 7,594 8,608
North America 10,068 11,038
Africa-Asia-Turkey 15,556 15,501
Total 49,221 51,446

Employees

In the first nine months, 41,613 people (previous year: 42,589) were employed by Heidelberg-Cement across the Group. The decrease of around 980 employees results from restructuring measures in almost all regions.

Investments

Compared to the previous year, cash relevant investments increased by EUR 235 million to EUR 536 million (previous year: 301) in the first three quarters. Of this figure, EUR 306 million (previous year: 282) was invested in tangible fixed assets and EUR 230 million (previous year: 19) in financial fixed assets. Net cash from disinvestments amounted to EUR 149 million (previous year: 76).

Implementation of project "win" started

With the project "win", HeidelbergCement intends to create the necessary scope for long-term growth by making savings and exploiting additional potential. The measures to streamline administrative locations in Europe will lead to the loss of around 1,100 jobs. The employee representatives are involved in the process according to the regulations in each country.

As part of this project, the Group functions will be concentrated in Heidelberg. At a national level, the aim is to set up a Shared Service Center in each country for the cement, readymixed concrete, and sand and gravel business areas for standardised personnel and accounting services. We agreed in negotiations with the industrial trade union IG BAU to establish the Shared Service Center for Germany in Leimen near Heidelberg. The agreement became possible by finding competitive conditions for the service center in an in-house collective agreement. This contains essentially an increase in working hours, the shortening of additional benefits as for example, the holiday pay and the variable organisation of parts of the Christmas bonus. The Shared Service Center will start business on 1 January 2006.

The technical services will also be centralised and more heavily integrated into line management, in order to support the plants even more efficiently. Further savings will be achieved through the centralisation of the IT infrastructure and the standardisation of the Group's software. The plants are subject to a consistent optimisation process. The progress of this process will be measured regularly by uniform key performance indicators. The common aim of these measures is to improve purposefully the profitability clearly to create the conditions for safeguarding and expanding the position of HeidelbergCement amongst the international competition.

Prospects

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We anticipate a moderate increase in sales volumes and turnover for the whole of 2005. The economic environment in the US, the new EU countries and Asia is also expected to remain stable in the coming year. For Germany, the growth forecasts have fallen slightly; only a slight acceleration is forecast for 2006.

The significant increase in OIBD and operating income expected for the whole of 2005 will be primarily created by North America, Central Europe East and Africa-Asia-Turkey. The measures initiated to improve our efficiency will also sustainably increase the contribution to profits made by Germany, Western and Northern Europe in the future.

Heidelberg, 8 November 2005

Yours sincerely,

Dr. Bernd Scheifele Chairman of the Managing Board

HeidelbergCement on the market

Central Europe West

Construction activity in Germany decreased further by the end of the third quarter. The first positive impetus came from an improved order situation in road construction. By the end of September, the cement sales volumes of the German cement industry fell by just under 8% in comparison with the previous year. The cement and clinker sales volumes of our plants increased by 3.5% to 5.7 million tonnes (previous year: 5.5) over the same period as a result of consolidation. The increase in demand in the summer months was not able to offset the decline in quantities from the first half of the year. Dramatically increasing energy costs make it necessary for cement prices to be adjusted once again in 2006. In connection with the rearrangement and streamlining of our organisational structure within the Group, we plan to set up a Shared Service Center for Germany from January 2006, which will take over administrative duties relating to accounts and payroll accounting. We will achieve considerable savings as a result of handling many similar service processes centrally in a standardised way.

Despite a slight recovery in demand in the last few months, deliveries of ready-mixed concrete declined by the end of September. The sales volumes of aggregates also fell in comparison with the previous year.

Turnover in the Central Europe West region increased by 1.7% to EUR 650 million (previous year: 638) by the end of the third quarter.

Western Europe

In Belgium and the Netherlands, construction activity increased more strongly again in the last few months. The increasing cement demand led to welcome increases in sales volumes at our plants. However, both countries are still affected by the low cement price level in Germany. In contrast, in the United Kingdom, the sales volumes of our plants declined more heavily than expected, due to the entry of a new competitor onto the market. At the end of July, we put a new, ultra-modern cement kiln into operation in Padeswood/Wales, which allowed us to increase the plant's annual cement capacity from 500,000 to 800,000 tonnes. Overall, the cement and clinker sales volumes of our plants in Western Europe decreased by 2.1% to 6.4 million tonnes (previous year: 6.5) as a result of the negative development of the British plants. While the sales volumes of ready-mixed concrete improved by the end

Central Europe West
EURm 2004 2005
Cement 295 319
Concrete 280 270
Building materials 101 99
Intra-Group eliminations -38 -39
Total turnover 638 650

Turnover development by business lines January - September

Western Europe

EURm 2004 2005
Cement 518 502
Concrete 211 219
Building materials
Intra-Group eliminations -30 -39
Total turnover 699 682

of September as a result of new consolidations, deliveries of aggregates only reached the previous year's level.

Turnover in Western Europe fell by 2.5% overall in the first three quarters to 682 million tonnes (previous year: 699).

Northern Europe

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In the countries of the Northern Europe region, the pleasing upward trend in construction activity continued. The domestic sales volumes of our Scandinavian cement plants benefited in particular from lively new residential building in Sweden and Norway, as well as from the growing civil engineering sector in Sweden. While a slight increase was achieved in cement and clinker exports from the Norwegian plants, exports from Sweden decreased noticeably. Our cement activities in the Baltic States and Northwest Russia – the Kunda plant in Estonia and the Cesla plant near Saint Petersburg – recorded a significant increase in domestic sales volumes as a result of the healthy development of construction activity. Due to the high demand in the Saint Petersburg area, the Cesla plant relied on clinker deliveries from Kunda, even after the modernisation and capacity increase of the cement kiln. Overall, cement and clinker sales volumes in the Northern Europe region grew by 6.1% to 4.2 million tonnes (previous year: 4.0). Deliveries of ready-mixed concrete and aggregates increased by 14.3% and 5.8% respectively.

Turnover in the Northern Europe region rose by 13.1% to EUR 579 million (previous year: 512) by the end of September.

Central Europe East

The dynamic macroeconomic conditions in the Central Europe East region remained intact. In the Czech Republic and Romania, our subsidiaries were able to noticeably increase their cement sales volumes; a further recovery in demand for cement is expected in both countries as a result of booming construction activity. Our cement deliveries also increased significantly in Ukraine, despite increasing imports from Russia. In contrast, our sales volumes in Poland remained noticeably below the level of the same period last year as a result of the restrained construction activity. Overall, cement and clinker sales volumes in the Central Europe East region increased by 13.4% to 8.6 million tonnes (previous year: 7.6), partly as a result of consolidation. Deliveries of ready-mixed concrete and aggregates rose by 15.6% and 5.3% respectively.

Turnover increased by 27.3% to EUR 635 million (previous year: 498), partly as a result of positive exchange rate effects.

EURm 2004 2005
Cement 280 316
Concrete 259 294
Building materials
Intra-Group eliminations -27 -31
Total turnover 512 579

Northern Europe

Central Europe East

2004 2005
392 498
135 181
-28 -45
498 635

N

Letter to the shareholders HeidelbergCement on the market HeidelbergCement interim accounts Notes to the interim accounts

North America

In the first nine months, the rate of growth of the previous year continued in the US, weakening only slightly. The effects of Hurricane Katrina are not yet fully known; in the short term, a decline in cement consumption is expected in the affected Gulf States. The cement and clinker sales volumes of our North American cement plants was 9.6% above the previous year's level, with a total of 11.0 million tonnes (previous year: 10.1) as a result of consolidation. Around 28% of our sales volumes were covered by imports – mainly from Group-owned locations. Deliveries of both ready-mixed concrete and aggregates increased by 14% in the first nine months.

Turnover increased by 20.6% to EUR 1,555 million (previous year: 1,289) by the end of September; in the national currency, turnover increased by as much as 24.5% in comparison with the previous year.

Africa-Asia-Turkey

The cement and clinker sales volumes of the Africa-Asia-Turkey region remained stable in the first nine months at 15.5 million tonnes.

In our African markets, our cement deliveries almost reached the level of the previous year. In Benin, Gabon, Liberia, Tanzania, Niger and the Republic of Congo, we were able to achieve increases in sales volumes, which in some cases were considerable. In Togo, the gains in domestic sales volumes were not able to offset the declining export deliveries.

In Asia, our cement and clinker sales volumes reached the same level as in the previous year, with 11.2 million tonnes. Despite the continuing competitive pressure on the Indonesian market, our subsidiary Indocement was able to increase its domestic sales volumes by 7.9%. Including exports, sales volumes decreased slightly by 0.7% to 9.2 million tonnes (previous year: 9.3). In the Southern Chinese province of Guangdong, competitive intensity and price pressure increased as a result of newly created production capacities. Our joint venture China Century Cement achieved an increase of 5.8% in sales volumes to 2.5 million tonnes (consolidated: 1.25 million). In September, we agreed to found a joint venture in the Northern Chinese province of Shaanxi with Tangshan Jidong Cement, one of the largest

Turnover development by business lines January - September

North America

EURm 2004 2005
Cement 761 912
Concrete 628 764
Building materials
Intra-Group eliminations -99 -121
Total turnover 1,289 1,555

Africa-Asia-Turkey

EURm 2004 2005
Cement 698 743
Concrete 54 61
Building materials
Intra-Group eliminations -14 -21
Total turnover 739 784

cement manufacturers in China. The joint venture will comprise an existing cement plant and an additional plant, for which construction will begin shortly.

In Turkey, our participation Akçansa succeeded in significantly expanding its domestic sales volumes, thanks to extremely lively residential construction. Export deliveries were cut back noticeably. We also extended our activities in Turkey. In October, Akçansa was able to assert itself against numerous competitors in a bidding procedure run by the government and acquire the Ladik cement plant in the Black Sea region. This geographical expansion will safeguard and strengthen Akçansa's leading market position in Turkey.

Turnover in the Africa-Asia-Turkey region rose by 6.1% to EUR 784 million (previous year: 739).

maxit Group

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The maxit Group's major markets in Europe recovered further in the course of the third quarter. We were able to achieve double-digit growth in the Baltic region, Finland and Turkey, as well as in Spain and Italy. Sales volumes benefited from this in nearly all product lines. However, demand in Germany remained weak and heavy price competition continued. In China and Russia, the two newly constructed dry mortar plants started production.

In the first nine months, the maxit Group's turnover was 4% above the previous year with a total of EUR 847 million (previous year: 814).

Group Services

The trade volume of our subsidiary HC Trading fell by 2.9% to 8.7 million tonnes (previous year: 9.0) by the end of September especially due to increased local cement demand in Scandinavia and Indonesia. The importance of deliveries of dry mortar and related materials is growing steadily. The biggest customer in our cement and clinker trading is the US, with 50%.

Turnover in the Group Services business unit, which also includes Group-wide trading in fossil fuels, increased by 10.8% to EUR 426 million (previous year: 384) as a result of the high freights.

maxit Group

EURm 2004 2005
Cement
Concrete
Building materials 814 847
Intra-Group eliminations
Total turnover 814 847

m

Group profit and loss accounts

January - September

EUR '000s July - September January - September
2004 2005 2004 2005
Turnover 1,974,040 2,246,502 5,215,292 5,744,139
Change in stocks and work in progress -10,745 -44,146 -27,267 -24,596
Own work capitalised 235 406 983 860
Operating revenues 1,963,530 2,202,762 5,189,008 5,720,403
Other operating income 45,230 63,573 147,081 155,828
Material costs -726,677 -823,314 -1,992,888 -2,206,062
Employees and personnel costs -334,436 -354,278 -1,003,086 -1,066,013
Other operating expenses -489,381 -512,278 -1,396,866 -1,493,431
Operating income before depreciation
(OIBD)
458,266 576,465 943,249 1,110,725
Depreciation and amortisation of
tangible fixed assets -116,105 -121,007 -349,802 -359,621
Depreciation and amortisation of
intangible assets 1,901 -2,358 -9,348 -7,201
Operating income 344,062 453,100 584,099 743,903
Additional ordinary result -25,627 -77,227 -26,306 -62,027
Results from associated companies 54,468 89,214 94,855 135,789
Results from other participations -16,947 1,569 -25,179 8,051
Earnings before interest and
income taxes (EBIT) 355,956 466,656 627,469 825,716
Interest income and expense -60,189 -49,213 -171,609 -164,483
Exchange rate gains and losses 13,939 -7,575 -25,117 -7,551
Profit before tax 309,706 409,868 430,743 653,682
Taxes on income -109,175 -109,915 -130,906 -215,709
Profit for the financial year 200,531 299,953 299,837 437,973
Minority interests -29,124 -26,397 -31,987 -51,387
Group share in profit 171,407 273,556 267,850 386,586
Earnings per share in EUR (IAS 33) 1.71 2.47 2.67 3.54

Group cash flow statement

January - September

RZ_ZB3_November2005_e 10.11.2005 16:47 Uhr Seite 9

EUR '000s 2004 2005
Operating income before depreciation (OIBD) 943,249 1,110,725
Additional ordinary result before depreciation -16,692 -64,209
Dividends received 28,636 23,061
Interest paid -163,487 -209,230
Taxes paid -87,777 -126,825
Elimination of non-cash items 68,442 98,193
Cash flow 772,371 831,715
Changes in operating assets -303,069 -452,011
Changes in operating liabilities 22,449 40,806
Cash flow from operating activities 491,751 420,510
Intangible assets -21,878 -4,645
Tangible fixed assets -260,441 -301,844
Financial fixed assets -18,776 -229,765
Investments (cash outflow) -301,095 -536,254
Proceeds from fixed asset disposals 76,234 148,572
Cash from changes in consolidation scope 65,610 19,193
Cash flow from investing activities -159,251 -368,489
Capital increase 291,732
Dividend payments – HeidelbergCement AG -114,446 -55,491
Dividend payments – minority shareholders -8,360 -29,216
Proceeds from bond issuance and loans 224,109 544,952
Repayment of bonds and loans -514,897 -615,428
Cash flow from financing activities -413,594 136,549
Net change in cash and cash equivalents -81,094 188,570
Effect of exchange rate changes -5,047 -13,210
Cash and cash equivalents at 1 January 524,961 305,009
Cash and cash equivalents at 30 September* 438,820 480,369

* In the balance sheet, the item "Short-term investments and similar rights" also lists the market value of hedging transactions and the "available for sale financial assets" amounting to EUR 67.6 million (previous year: 85.7).

Group balance sheet

Assets

EUR '000s 31Dec.2004 30 Sept.2005
Long-term assets
Intangible assets 2,297,697 2,394,274
Tangible fixed assets
Land and buildings 1,872,849 2,002,692
Plant and machinery 2,684,415 2,771,583
Fixtures, fittings, tools and equipment 171,124 173,577
Payment on account and assets under construction 330,302 457,860
5,058,690 5,405,712
Financial fixed assets
Shares in associated companies 655,987 785,364
Shares in other participations 205,455 296,004
Loans to participations 12,792 15,395
Other loans 51,843 46,788
926,077 1,143,551
Fixed assets 8,282,464 8,943,537
Deferred taxes 168,271 212,965
Other long-term receivables 48,884 58,218
8,499,619 9,214,720
Short-term assets
Stocks
Raw materials and consumables 413,496 485,317
Work in progress 79,916 76,281
Finished goods and goods for resale 244,207 255,701
Payments on account 20,847 23,247
758,466 840,546
Receivables and other assets
Short-term financial receivables 138,486 198,442
Trade receivables 738,207 1,206,467
Other short-term operating receivables 157,339 188,364
Current income tax assets 38,640 48,421
1,072,672 1,641,694
Short-term investments and similar rights 117,436 93,484
Cash at bank and in hand 267,714 454,442
2,216,288 3,030,166
Balance sheet total 10,715,907 12,244,886

Liabilities

EUR '000s 31Dec.2004 30 Sept.2005
Shareholders' equity and minority interests
Subscribed share capital 258,421 296,065
Capital reserves 1,930,491 2,494,201
Revenue reserves 1,720,735 2,081,893
Currency translation -372,498 -158,444
Company shares -2,936 -2,936
Capital entitled to shareholders 3,534,213 4,710,779
Minority interests 429,110 443,158
3,963,323 5,153,937
Long-term provisions and liabilities
Provisions
Provisions for pensions 576,547 596,550
Deferred taxes 470,436 528,730
Other long-term provisions 549,061 551,166
1,596,044 1,676,446
Liabilities
Debenture loans 1,949,188 1,470,666
Bank loans 1,025,294 1,342,766
Other long-term financial liabilities 524,505 487,823
3,498,987 3,301,255
Other long-term operating liabilities 7,138 8,718
3,506,125 3,309,973
5,102,169 4,986,419
Short-term provisions and liabilities
Provisions 110,013 101,197
Liabilities
Bank loans (current portion) 219,697 263,053
Other short-term financial liabilities 334,831 513,289
554,528 776,342
Trade payables 488,934 529,424
Current income taxes payables 55,280 153,766
Other short-term operating liabilities 441,660 543,801
1,540,402 2,003,333
1,650,415 2,104,530
Balance sheet total 10,715,907 12,244,886

Group equity capital grid

EUR '000s
Subscribed
share capital
1 January 2004 255,104
Effect of adopting
IAS 19 (Amendment Dec. 2004)
IAS 28 Shares in associated companies
1 January 2004 (restated) 255,104
Profit for the financial year
Capital increase
from issuance of new shares 3,317
Issuance of company shares
Dividends
Changes without effects on results
Consolidation adjustments
IFRS 3.81 Offsetting of negative goodwill
IAS 28 Shares in associated companies
Financial instruments IAS 39
Exchange rate
30 September 2004 258,421
1 January 2005 258,421
Effect of adopting
IAS 28 Shares in associated companies
IFRS 2 Share-based payment
1 January 2005 (restated) 258,421
Profit for the financial year
Capital increase
from issuance of new shares 37,644
Dividends
Changes without effects on results
Consolidation adjustments
Financial instruments IAS 39
Exchange rate
30 September 2005 296,065

1) Realised currency translation adjustments

Total Minority interests Capital entitled
to shareholders
Company shares Currency
translation
Revenue reserves Capital reserves
4,185,047 153,902 4,031,145 -7,465 -342,286 2,237,338 1,888,454
-105,627 -105,627 -105,627
4,765 4,765 4,765
4,084,185 153,902 3,930,283 -7,465 -342,286 2,136,476 1,888,454
299,837 31,987 267,850 267,850
45,354 45,354 42,037
101 101 101
-122,806 -8,360 -114,446 -114,446
321,212 321,512 -300 -300
25,562 25,562 25,562
-5,948 -5,948 -5,948
22,499 22,499 22,499
1)
2,283 -25,577 27,860 29,966 -2,106
4,672,279 473,464 4,198,815 -7,364 -312,320 2,329,587 1,930,491
3,963,323 429,110 3,534,213 -2,936 -372,498 1,720,735 1,930,491
-2,447 -2,447 -2,447
-1,160 -1,160 -1,160
3,959,716 429,110 3,530,606 -2,936 -372,498 1,717,128 1,930,491
437,973 51,387 386,586 386,586
601,354 601,354 563,710
-84,707 -29,216 -55,491 -55,491
24,322 24,490 -168 -168
33,838 33,838 33,838
181,441 -32,613 214,054 214,054
5,153,937 443,158 4,710,779 -2,936 -158,444 2,081,893 2,494,201

al

RZ_ZB3_November2005_e 10.11.2005 16:47 Uhr Seite 13

Notes to the interim accounts

Accounting and consolidation principles

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For the quarterly closing, HeidelbergCement has adopted the International Financial Reporting Standards (IFRS) with the standards applicable at the balance sheet date.

Material changes in comparison to the accounting and valuation principles at 31 December 2004 result from the first-time adoption of IFRS 2 (Share-based Payment), IFRS 4 (Insurance Contracts), IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) and the revised version of IAS 28 (Accounting for Investments in Associates).

Since 1 January 2005, investments in associated companies have been accounted for in the Group financial statements using the equity method on the basis of uniform accounting policies (IAS 28.26). The adjustment to Group-wide uniform accounting and valuation principles was applied by 30 September 2005, provided that the financial statements according to IFRS were available at the balance sheet date.

IFRS 2 (Share-based Payment) governs in detail the accounting of share-based payment transactions in the financial statements. In particular, the standard deals with share options for the management staff. For share-based equity-settled payment transactions, this IFRS must be applied to shares, share options and other equity instruments which were granted after 7 November 2002 and which were not yet exercisable at the time this IFRS came into force (IFRS 2.53). Consequently, IFRS 2 has not been applied to the real 2001/2007 share option plan. For the virtual share option plans 2000/2006, 2002/2008 and 2003/2009, the share options have been valued at their attributable current value.

IFRS 4 (Insurance Contracts) is to regulate the accounting method for insurance contracts. In particular, the standard requires details concerning the identification and explanation of the amounts originating from insurance contracts in an insurer's financial statements. The introduction of the standard did not have any impact within the Group.

IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations) defines the requirements for classification, valuation and presentation of long-term assets held for sale. No circumstances currently exist within the Group that justify the application of IFRS 5.

The goodwill resulting from the first-time inclusion of TEUTONIA Zementwerk AG, Hanover, amounted to EUR 44.2 million. The purchase price of this transaction amounted to EUR 103.7 million. Goodwill of EUR 53.0 million resulted from the purchase of the remaining shares (49.67%) in Heidelberger Zement South-East Asia GmbH (HZSEA), Heidelberg, which in turn has a participation of 65.14% in PT Indocement Tunggal Prakarsa Tbk., Jakarta/Indonesia. The goodwill comprises market shares purchased that cannot be assigned to any other determinable and separable intangible fixed assets. The acquisition of HZSEA took place in exchange for issuing new HeidelbergCement shares to a total of EUR 309.6 million. The increase in the shareholding in Glens Falls Lehigh Cement Company, New York, and in Campbell Concrete & Materials L.P., Texas, amounted to a total of EUR 87.9 million.

The results from other participations include the revenues from other participations as well as the depreciation of financial fixed assets.

  • The regional weather conditions of the summer and autumn months have a positive impact on HeidelbergCement's production and sales position. ■ Seasonal nature of the business
  • We detail below the regional changes in the scope of consolidation since 31 December 2004. All newly included companies were fully consolidated in the Group accounts. The percentage of shares owned by the Group in each case is given in brackets. ■ Scope of consolidation

Central Europe West

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The companies Heidelberger Beton GmbH & Co. Bremen KG, Bremen (100%), and TBG Transportbeton Zwickau GmbH & Co. KG, Zwickau (60.0%), were included in the scope of consolidation for the first time on 1 January 2005, while TEUTONIA Zementwerk AG, Hanover (92.5%), Hannoversche Portland Cementfabrik AG, Hanover (87.7%), and Germania GdR, Hanover (90.1%), were included for the first time on 1 May 2005. Scheidt GmbH & Co. KG, a previously proportionately consolidated company, left the scope of consolidation as of 1 July 2005 due to sale.

Central Europe East

The Romanian company Carpatcemtrans S.R.L., Bucharest (98.9%), entered the scope of consolidation for the first time in 2005.

North America

The previously proportionately consolidated companies Glens Falls Lehigh Cement Company, New York, and Campbell Concrete & Materials L.P., Texas, are now fully consolidated after the share was increased to 100%.

maxit Group

The Hungarian company Deitermann Hungaria Kereskedelmi Kft., Budapest (100%), was included in the consolidation scope of the maxit Group for the first time as of 1 January 2005 and m-tec machinery technology Co. Ltd., Shanghai (100%), was included as of 1 April 2005. The following statements present the opening balance sheet and results of the first three quarters for the newly consolidated companies, as prescribed by IFRS 3.67 ff. (Business Combinations):

Assets

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EUR '000s
Long-term assets
Intangible assets 131
Tangible fixed assets 75,418
Financial fixed assets 14,383
Fixed assets 89,932
Other long-term receivables 674
90,606
Short-term assets
Stocks 7,228
Receivables and other assets 7,967
Short-term investments 8,859
Cash at bank and in hand 3,671
27,725
Balance sheet total 118,331

Liabilities

EUR '000s

EUR '000s
Shareholders' equity and minority interests
Capital entitled to shareholders 75,702
75,702
Long-term provisions and liabilities
Provisions 34,049
Liabilities 536
34,585
Short-term provisions and liabilities
Provisions 294
Liabilities 7,750
8,044
Balance sheet total 118,331

Results for the companies consolidated for the first time in the first three quarters 2005

Profit for the financial year 1,731
Minority interests -89
Group share in profit 1,642

Segment reporting

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Regions January to September 2005 (Primary reporting format under IAS 14 No. 50 ff.)

EURm Central Europe West Western Europe Northern Europe Central Europe East
2004 2005 2004 2005 2004 2005 2004 2005
External turnover 627 637 685 669 472 536 492 628
Inter-region turnover 11 13 14 12 40 43 7 7
Turnover
Change to previous year in %
638 650
1.7%
699 682
-2.5%
512 579
13.1%
498 635
27.3%
Operating income before depreciation
(OIBD) in % of turnover
82
12.9%
98
15.0%
126
18.1%
112
16.5%
61
11.9%
86
14.8%
159
31.9%
197
31.1%
Depreciation 50 48 60 58 41 42 39 52
Operating income
in % of turnover
32
5.0%
50
7.6%
66
9.5%
54
8.0%
20
3.8%
44
7.5%
120
24.0%
145
22.8%
Results from participations 58 126 6 -4 1 2 0 3
Additional ordinary result
Earnings before interest and
income taxes (EBIT)
90 175 72 51 21 46 120 148
Investments1) 33 32 34 44 38 22 38 58
Employees 4,498 4,332 3,656 3,551 4,150 4,039 8,349 8,369

1) Investments = in the segment columns: tangible and intangible fixed asset investments; in the reconciliation column: financial fixed asset investments

1

1

Group Reconciliation Group Services maxit Group Africa-Asia-Turkey North America
2005 2004 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004
5,744 5,215 138 151 845 813 736 686 1,555 1,289
-411 -359 288 233 2 1 47 52
5,744
10.1%
5,215 -411 -359 426
10.8%
384 847
4.0%
814 784
6.1%
739 1,555
20.6%
1,289
1,111 943 9 5 112 118 169 152 328 240
19.3% 18.1% 2.1% 1.3% 13.2% 14.4% 21.6% 20.6% 21.1% 18.6%
367 359 0 0 41 42 53 53 72 73
744 584 8 5 71 76 116 99 256 167
13.0% 11.2% 2.0% 1.2% 8.4% 9.3% 14.8% 13.5% 16.5% 12.9%
144 70 0 0 2 2 12 -3 3 5
-62 -26 -62 -26
826 627 -62 -26 8 5 73 78 128 96 259 172
536 301 230 19 34 33 38 47 78 58
41,613 42,589 59 47 4,969 4,908 10,227 11,067 6,067 5,914

Financial calendar

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First overview of the financial year 2005 22 February 2006
Press and analysts' conference 23 March 2006
Annual General Meeting 2006 23 May 2006

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EURm Cement
Concrete
Building
materials
Intra Group
Eliminations
Total
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
Central Europe West 295 319 280 270 101 99 -38 -39 638 650
Western Europe 518 502 211 219 -30 -39 699 682
Northern Europe 280 316 259 294 -27 -31 512 579
Central Europe East 392 498 135 181 -28 -45 498 635
North America 761 912 628 764 -99 -121 1,289 1,555
Africa-Asia-Turkey 698 743 54 61 -14 -21 739 784
maxit Group 814 847 814 847
Total 2,943 3,290 1,568 1,789 915 946 -237 -295 5,190 5,730
Group Services 384 426
Inter-region turnover -359 -411
Total Group 5,215 5,744

Turnover development by regions and business lines January - September 2005

Exchange rates

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Exchange rates at Average exchange rates
31 Dec. 2004 30 Sept. 2005 01-09/2004 01-09/2005
Country EUR EUR EUR EUR
USD US 1.3558 1.2029 1.2230 1.2631
CAD Canada 1.6308 1.3990 1.6257 1.5455
GBP Great Britain 0.7067 0.6820 0.6719 0.6852
HRK Croatia 7.6318 7.4173 7.4570 7.3977
IDR Indonesia 12,595.38 12,401.90 10,929.30 12,217.21
NOK Norway 8.2378 7.8667 8.4069 8.0580
PLN Poland 4.0810 3.9228 4.6097 4.0549
RON Romania 39,313 3.5585
3)
1) 3.6142
3)
SEK Sweden 9.0191 9.3129 9.1605 9.2278
CZK Czech Republic 30.3903 29.5793 32.1036 29.9203
HUF Hungary 244.9253 249.3612 252.3718 246.5506
TRY Turkey 1,823,551 1.6167
2)
1) 1)

1) In accordance with IAS 21.42 (a) all amounts are translated using the closing rate at the date of the most recent balance sheet.

2) On 1 January 2005, the Turkish Lira was renamed to Turkish New Lira and it was redenominated by cutting six zeros.

3) On 1 July 2005 the National Bank of Romania decided to adopt the new Leu (RON). 1 new Leu is equal to 10,000 old Lei (ROL).

HeidelbergCement AG Berliner Strasse 6 69120 Heidelberg, Germany www.heidelbergcement.com

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